UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended March 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ....... to .......

Commission file number 0-12126

                    FRANKLIN FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

        PENNSYLVANIA                           25-1440803
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)            Identification No.)

        20 SOUTH MAIN STREET (P.O. BOX 6010), CHAMBERSBURG, PA 17201-0819
                    (Address of principal executive office)

                                  717/264-6116
              (Registrant's telephone number, including area code)

      -------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

                      APPLICABLE ONLY TO ISSUERS INVOLVED
                        IN BANKRUPTCY PROCEEDINGS DURING
                           THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

There were 2,723,551  outstanding shares of the Registrant's  common stock as of
May 4, 2001.

                                      INDEX


                                                                    Page
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

        Consolidated Balance Sheets                                   2
        as of March 31, 2001 (Unaudited) and
        December 31, 2000

        Consolidated Statements of                                    3
        Income for the Three Months ended
        March 31, 2001 and 2000 (unaudited)

        Consolidated Statements of                                    4
        Changes in Shareholders' Equity for the Three
        Months ended March 31, 2000 and March 31,
        2001 (unaudited)

        Consolidated Statements of Cash                               5
        Flows for the Three Months Ended March 31,
        2001 and 2000 (unaudited)

        Notes to Consolidated Financial                               6
        Statements (unaudited)

Item 2 - Management's Discussion and Analysis of                      9
         Financial Condition and Results of Operations

Item 3 - Quantitative and Qualitative Disclosures about Market Risk  14


PART II - OTHER INFORMATION                                          14


SIGNATURE PAGE                                                       15





                           CONSOLIDATED BALANCE SHEETS
                             (amounts in thousands)
                                   (unaudited)
                                                                         March 31     December 31
                                                                           2001           2000
                                                                        ----------    ----------

                                      ASSETS

                                                                                
Cash and due from banks ..............................................   $  20,439    $  15,118
Interest bearing deposits in other banks .............................       9,453        2,650
Investment securities available for sale .............................     131,784      125,174
Loans, net ...........................................................     298,938      297,307
Premises and equipment, net ..........................................       7,395        7,237
Other assets .........................................................      18,473       18,499
                                                                         ---------    ---------
Total Assets .........................................................   $ 486,482    $ 465,985
                                                                         =========    =========



                       LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                
Deposits:
  Demand (non-interest bearing) ......................................   $  51,931    $  47,028
  Savings and Interest checking ......................................     184,736      178,992
  Time ...............................................................     127,429      131,189
                                                                         ---------    ---------
Total Deposits .......................................................     364,096      357,209

Securities sold under agreements to repurchase .......................      36,522       33,036
Long term debt .......................................................      37,814       29,477
Other liabilities ....................................................       3,493        3,062
                                                                         ---------    ---------
Total Liabilities ....................................................     441,925      422,784



Shareholders' equity:
Common stock $1 par value per share, 15,000 shares authorized
  with 3,045  shares issued and  2,739 and 2,758 shares
  outstanding at  March 31, 2001 and December 31,  2000, respectively        3,045        3,045
Capital stock without par value, 5,000 shares authorized
  with no shares issued or outstanding ...............................        --           --
Additional paid in capital ...........................................      19,793       19,797
Retained earnings ....................................................      26,305       25,522
Accumulated other comprehensive income ...............................       1,243          343
Treasury stock .......................................................      (5,829)      (5,506)
                                                                         ---------    ---------
Total shareholders' equity ...........................................      44,557       43,201
                                                                         ---------    ---------

Total Liabilities and Shareholders' Equity ...........................   $ 486,482    $ 465,985
                                                                         =========    =========
<FN>
The accompanying notes are an integral part of these statements
</FN>






                        CONSOLIDATED STATEMENTS OF INCOME
                  (amounts in thousands, except per share data)
                                   (unaudited)

                                                                     For the Three Months Ended
                                                                               March 31
                                                                           ----------------
                                                                       2001                  2000

                                                                                    
INTEREST INCOME
  Interest on loans                                                 $ 6,216               $ 5,915
  Interest on deposits in other banks                                   125                     6
  Interest and dividends on investments:
     Taxable interest                                                 1,287                 1,266
     Tax exempt interest                                                501                   573
     Dividends                                                           75                    78
                                                                   --------              --------
    Total interest income                                             8,204                 7,838
                                                                   --------              --------

INTEREST EXPENSE
  Interest on deposits                                                3,460                 3,195
  Interest on securities sold under agreements to repurchase            487                   364
  Interest on short term borrowings                                       -                   177
  Interest on long term debt                                            423                   411
                                                                   --------              --------
          Total interest expense                                      4,370                 4,147
                                                                   --------              --------
  Net interest income                                                 3,834                 3,691

Provision for possible loan losses                                      209                   272
Net-interest income after provision                                --------              --------
  for possible loan losses                                            3,625                 3,419
                                                                   --------              --------

NONINTEREST INCOME
  Service charges and fees                                              529                   424
  Investment and trust services fees                                    557                   644
  Other                                                                  84                    17
  Securities gains                                                        4                   107
                                                                   --------              --------
    Total noninterest income                                          1,174                 1,192
                                                                   --------              --------

NONINTEREST EXPENSE
  Salaries and benefits                                               1,644                 1,745
  Net occupancy expense                                                 192                   180
  Furniture and equipment expense                                       177                   153
  Advertising                                                           123                    81
  Legal & professional fees                                              92                    78
  Data processing                                                       235                   284
  Pennsylvania bank shares tax                                          101                    96
  Other                                                                 594                   520
                                                                   --------              --------
    Total noninterest expense                                         3,158                 3,137
                                                                   --------              --------

Income before Federal income taxes                                    1,641                 1,474
                                                                   --------              --------
Federal income tax expense                                              307                   263

    Net income                                                      $ 1,334               $ 1,211
                                                                   ========              ========

    Basic earnings per share                                         $ 0.50                $ 0.44
    Weighted average shares outstanding (000's)                       2,694                 2,724

    Diluted earnings per share                                       $ 0.49                $ 0.44
    Weighted average shares outstanding (000's)                       2,741                 2,768


<FN>
The accompanying notes are an integral part of these financial statements.
</FN>








           Consolidated Statements of Changes in Shareholders' Equity
               for the three months ended March 31, 2000 and 2001
                                   (unaudited)

                                                                                     Accumulated
                                                              Additional                Other
                                                  Common      Paid-in     Retained  Comprehensive  Treasury    Unearned
(Dollars in thousands, except per share data)     Stock       Capital     Earnings  Income (loss)   Stock    Compensation   Total
                                                  --------    --------    --------  -------------  --------    --------    --------

                                                                                                     
Balance at December 31, 1999 .....................$  3,045    $ 19,834    $ 22,627    ($   876)   ($ 4,938)   ($   432)   $ 39,260

Comprehensive income:
  Net income .....................................    --          --         1,211        --          --          --         1,211
 Unrealized securities losses arising
  during current period, net of tax ..............    --          --          --          (307)       --          --          (307)
Reclassification adjustment for realized
  gains included in net income, net of tax .......    --          --          --            89        --          --            89
Unrealized gain on interest rate cap, net of tax .    --          --          --            11        --          --            11
                                                                                                                          --------
  Total Comprehensive income .....................   1,004

Cash dividends declared, $.18 per share ..........    --          --          (503)       --          --          --          (503)
Common stock issued under stock option plans .....    --            (5)       --          --            30        --            25
Acquisition of 7,900 shares of Treasury stock ....    --          --          --          --          (136)       --          (136)
Amortization of unearned compensation ............    --          --          --          --          --            27          27
                                                  --------    --------    --------    --------    --------    --------    --------
Balance at March 31, 2000 ........................$  3,045    $ 19,829    $ 23,335    $ (1,083)   $ (5,044)   $   (405)   $ 39,677
                                                  ========    ========    ========    ========    ========    ========    ========

Balance at December 31, 2000 .....................$  3,045    $ 19,797    $ 25,522    $    343    $ (5,506)       --      $ 43,201

Comprehensive income:
Net income .......................................    --          --         1,334        --          --          --         1,334
Unrealized securities gains arising
  during current period, net of tax ..............    --          --          --           911        --          --           911
Reclassification adjustment for realized
  gains included in net income ...................    --          --          --             3        --          --             3
Unrealized loss on interest rate cap, net of tax .     (14)        (14)
                                                                                                                          --------
  Total Comprehensive income .....................   2,234

Cash dividends declared, $.20 per share ..........    --          --          (551)       --          --          --          (551)
Common stock issued under stock option plans .....    --            (4)       --          --            18        --            14
Acquisition of 20,275 shares of treasury stock ...    --          --          --          --          (341)       --          (341)
                                                  --------    --------    --------    --------    --------    --------    --------
Balance at March 31, 2001 ........................$  3,045    $ 19,793    $ 26,305    $  1,243    $ (5,829)   $   --      $ 44,557
                                                  ========    ========    ========    ========    ========    ========    ========



<FN>
The accompanying notes are an integral part of these financial statements
</FN>








                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                                   (unaudited)

                                                                          For the Three Months Ended
                                                                                   March 31
                                                                         2001                    2000
                                                                        -------                -------

                                                                                         
Cash flows from operating activities:
 Net Income                                                              $ 1,334                $ 1,211
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                                             243                    231
   Net accretion of securities premiums and discounts                        (54)                    (3)
   Provision for possible loan losses                                        209                    272
   Securities gains, net                                                      (4)                  (107)
   Mortgage loans originated for sale                                     (5,360)                (1,723)
   Proceeds from sale of mortgage loans                                    5,379                  1,736
   Principal gain on sales of mortgage loans                                 (19)                   (13)
   Increase in cash surrender value of life insurance                        (96)                     -
   Decrease (increase) in interest receivable and other assets                94                   (601)
   (Decrease) increase in interest payable and other liabilities             (39)                   460
   Other, net                                                                (13)                    25
                                                                        --------               --------
Net cash provided by operating activities                                  1,674                  1,488
                                                                        --------               --------

Cash flows from investing activities:
 Proceeds from sales of investment securities available for sale             828                  1,317
 Proceeds from maturities of investment securities available for sale     15,531                  3,480
 Purchase of investment securities available for sale                    (21,528)                (2,154)
 Net increase in loans                                                    (1,859)                (9,097)
 Capital expenditures                                                       (354)                  (256)
                                                                        --------               --------
Net cash used in investing activities                                     (7,382)                (6,710)
                                                                        --------               --------

Cash flows from financing activities:
 Net change in demand deposits,
  NOW accounts and savings accounts                                       10,647                  1,446
 Net change in certificates of deposit                                    (3,760)                 6,632
 Net change in short term borrowings                                       3,486                 (3,950)
 Long term debt advances                                                   9,302                      -
 Long term debt payments                                                    (965)                     -
 Dividends paid                                                             (551)                  (503)
 Common stock issued under stock option plans                                 14                     25
 Purchase of treasury shares                                                (341)                  (136)
                                                                        --------               --------
Net cash provided by financing activities                                 17,832                  3,514
                                                                        --------               --------

Increase (decrease) in cash and cash equivalents                          12,124                 (1,708)

Cash and cash equivalents as of January 1                                 17,768                 15,117
                                                                        --------               --------

Cash and cash equivalents as of March 31                                $ 29,892               $ 13,409
                                                                         =======                =======

<FN>
The accompanying notes are an integral part of these statements.
</FN>





            FRANKLIN FINANCIAL SERVICES CORPORATION and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

Note 1 - Basis of Presentation

     The consolidated balance sheets as of March 31, 2001 and December 31, 2000,
the  consolidated  statements of income for the three-month  periods ended March
31,  2001 and 2000,  the  consolidated  statements  of changes in  shareholders'
equity for the three month  periods  ended March 31, 2000 and March 31, 2001 and
the  consolidated  statements  of cash flows for the  three-month  periods ended
March 31, 2001 and 2000 have been  prepared by the  Corporation,  without  audit
where indicated.  In the opinion of management,  all adjustments  (which include
only normal  recurring  adjustments)  necessary to present  fairly the financial
position,  results of operations,  and cash flows at March 31, 2001, and for all
periods presented have been made.

     The  consolidated  financial  statements  include the  accounts of Franklin
Financial  Services   Corporation  (the   Corporation),   and  its  wholly-owned
subsidiary,  Farmers and Merchants Trust Company of Chambersburg  (the Bank) and
the Bank's wholly-owned  subsidiary,  Franklin Realty Services Corporation.  All
significant intercompany transactions and account balances have been eliminated.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.   It  is  suggested  that  these   condensed
consolidated  financial  statements  be read in  conjunction  with  the  audited
financial statements and notes thereto included in the Corporation's 2000 Annual
Report.  The results of operations  for the period ended March 31, 2001, are not
necessarily indicative of the operating results for the full year.

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
Cash and due from  banks,  Interest-bearing  deposits in other banks and Federal
funds sold. Generally, Federal funds are purchased and sold for one-day periods.

     Earnings  per share is computed  based on the  weighted  average  number of
shares outstanding during each quarter,  adjusted retroactively for stock splits
and dividends.  A reconciliation of the weighted average shares outstanding used
to calculate basic earnings per share and diluted earnings per share follows:

                                                   For the quarter ended
                                                          March 31
                                                    2001           2000
(Amounts in thousands)
Weighted average shares outstanding (basic)        2,694           2,724

Impact of common stock equivalents,                   47              44
  primarily stock options

Weighted average shares outstanding (diluted)      2,741           2,768
                                                  ======          ======



Note 2. Capital Adequacy

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  financial  institutions to maintain minimum amounts and ratios of total
and Tier I capital  to  risk-weighted  assets  and of Tier I capital  to average
assets.  The Capital ratios of the  Corporation  and its bank  subsidiary are as
follows:





                                                             As of March 31, 2001 (unaudited)

                                                                                                To be Well
                                                                                             Capitalized Under
                                                                       For Capital           Prompt Corrective
                                                 Actual             Adequacy Purposes        Action Provisions
(Amounts in thousands)                     Amount      Ratio      Amount          Ratio      Amount     Ratio
                                           ------      -----      ------          -----      ------     -----

                                                                                      
Total Capital (to Risk Weighted Assets)
Corporation                                $46,327    13.75%      $26,946         8.00%      N/A
Bank                                        42,271    12.64%       26,761         8.00%      $33,683    10.00%

Tier 1 Capital (to Risk Weighted Assets)
Corporation                                $42,154    12.52%      $13,473         4.00%      N/A
Bank                                        38,243    11.43%       13,381         4.00%      $20,210     6.00%

Tier 1 Capital (to Average Assets)
Corporation                                $42,154     8.96%      $18,827         4.00%      N/A
Bank                                        38,243     8.18%       18,707         4.00%      $23,384     5.00%






                                                                  As of December 31, 2000
                                                                                                To be Well
                                                                                             Capitalized Under
                                                                       For Capital           Prompt Corrective
                                                 Actual             Adequacy Purposes        Action Provisions
(Amounts in thousands)                     Amount      Ratio      Amount          Ratio      Amount     Ratio
                                           ------      -----      ------          -----      ------     -----

                                                                                      

Total Capital (to Risk Weighted Assets)
Corporation                                $45,517     13.79%     $26,410         8.00%      N/A
Bank                                        41,976     12.85%      26,134         8.00%      $32,667    10.00%

Tier 1 Capital (to Risk Weighted Assets)
Corporation                                $41,650     12.62%     $13,205         4.00%      N/A
Bank                                        38,109     11.67%      13,067         4.00%      $19,600     6.00%

Tier 1 Capital (to Average Assets)
Corporation                                $41,650      8.99%     $18,535         4.00%      N/A
Bank                                        38,109      8.27%      18,438         4.00%      $23,048     5.00%




NOTE 3 - Stock Repurchase Program

     On March 8, 2001, the Board of Directors authorized the repurchase of up to
75,000 shares of the Corporation's $1.00 par value common stock. The repurchases
are  authorized  to be made  from  time to time  over the next 12 months in open
market or privately negotiated transactions. The repurchased shares will be held
as treasury  shares  available  for  issuance in  connection  with future  stock
dividends and stock  splits,  employee  benefit  plans,  executive  compensation
plans, and for issuance under the Dividend Reinvestment Plan and other corporate
purposes.  During the first  quarter  ended March 31, 2001,  3,343 shares of the
Corporation's common stock were repurchased at a cost of approximately  $61,000.
Under a  similar  program  which  expired  on March  1,  2001,  the  Corporation
repurchased 11,805 shares at a cost of approximately  $195,000. In addition, the
Corporation repurchased 5,127 shares of common stock from employees at a cost of
$85,000.  These shares had been granted to the employees as part of a restricted
stock plan.




                    Management's Discussion and Analysis of
                 Results of Operations and Financial Condition
                          For the Three Month Periods
                         Ended March 31, 2001 and 2000


Part 1, Item 2

Forward Looking Statements

     Certain statements  appearing herein which are not historical in nature are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995.  Such  forward-  looking  statements  refer to a
future  period or periods,  reflecting  management's  current views as to likely
future   developments,   and  use  words  "may,"  "will,"  "expect,"  "believe,"
"estimate,"  "anticipate," or similar terms. Because forward-looking  statements
involve  certain  risks,   uncertainties   and  other  factors  over  which  the
Corporation has no direct control,  actual results could differ  materially from
those  contemplated  in such  statements.  These  factors  include  (but are not
limited to) the  following:  general  economic  conditions,  changes in interest
rates,  changes  in the  Corporation's  cost of  funds,  changes  in  government
monetary  policy,  changes in  government  regulation  and taxation of financial
institutions,  changes  in the rate of  inflation,  changes in  technology,  the
intensification of competition  within the Corporation's  market area, and other
similar factors.


Results of Operations

     The Corporation reported earnings of $1,334,000 for the first quarter ended
March 31,  2001,  representing  an increase of 10.2% over  reported  earnings of
$1,211,000  for the first  quarter  of 2000.  Basic  earnings  per share for the
period  ended March 31,  2001 was $.50  compared to $.44 for the same period one
year  earlier.  Diluted  earnings  per share was $.49 and $.44 for the  quarters
ended March 31, 2001 and 2000, respectively.  Per share earnings are weighted to
reflect  the  impact of the stock  repurchase  program.  Book value per share at
March 31, 2001 equaled $16.27 versus $14.23 at March 31, 2000.

     The  Corporation's  annualized return on average assets (ROA) and return on
average  equity  (ROE) for the first  quarter  of 2001  were  1.11% and  12.05%,
respectively,  compared to 1.09% and 12.55%, respectively, for the first quarter
of 2000.  The  decline  in ROE for the  period is due  primarily  to the  higher
unrealized  securities gains recorded at March 31 and reflected in Shareholders'
equity as Accumulated other comprehensive income.

Net Interest Income

     Net interest  income improved to $3.8 million for the first quarter of 2001
versus $3.6 million for the first quarter of 2000,  an increase of $143,000,  or
3.9%.  Interest  income grew  $366,000,  or 4.7%, to $8.2 million while interest
expense  grew  $223,000,  or 5.38%,  to $4.4  million.  The  reduction in market
interest  rates in December 2000 and in the first quarter of 2001,  coupled with
balance sheet growth, has buoyed the Corporation's net interest income. At March
31, 2001 interest spread and net interest margin (tax equivalent) were 3.18% and
3.75%, respectively, versus 3.12% and 3.79%, respectively, one year earlier.

Provision for Possible Loan Losses

     The  Corporation  expensed  $209,000 for possible  loan losses in the first
quarter of 2001  compared to $272,000 in the first  quarter of 2000. A reduction
in nonperforming loans, from March 31, 2000 to March 31, 2001, accounted for the
lower provision expense for the first quarter.

Noninterest Income

     Total  noninterest  income equaled $1.17 million for the three months ended
March 31, 2001, a net decrease of $18,000, or 1.5% compared to $1.19 million for
the same period ended March 31, 2000.  The  decrease in  noninterest  income was
attributable  to lower  securities  gains and Investment and Trust services fees
which were almost  entirely  offset by increases in service charges and fees and
other  income.  Securities  gains  decreased  $103,000  to $4,000  for the first
quarter of 2001 versus  $107,000 for the first quarter of 2000.  Investment  and
trust  services fees declined  $87,000 to $557,000 for the first quarter of 2001
versus  $644,000 for the first quarter of 2000.  The decline in  Investment  and
trust  services  fees was due  primarily to lower market  values of trust assets
under  management and slower growth.  Service  charges and fees grew $105,000 to
$529,000 in the first quarter ended March 31, 2001 versus  $424,000 for the same
period in 2000. Contributing to this increase were higher loan fees related to a
larger  volume of  mortgage  loan  origination  activity,  growth in  commercial
checking  service  charges,  a new ATM access fee,  growth in customer  usage of
debit  cards and the  implementation  of a new  official  check  program.  Other
noninterest  income was up  $67,000  for the first  quarter  to  $84,000  versus
$17,000 for the three months ended March 31, 2000. Earnings from Bank Owned Life
Insurance was the primary contributor to the increase in other income.

Noninterest Expense

     Total  noninterest  expense  held steady  during the first  quarter of 2001
compared to the first  quarter of 2000 and equaled  $3.16  million  versus $3.14
million,  an increase of $21,000, or .66%. Declines in the level of salaries and
benefits and data  processing  costs offset  increases  in other  categories  of
expense to result in the minimal increase in noninterest  expense.  Salaries and
benefits  recorded a decrease of $101,000,  or 5.78%,  to $1.64  million for the
first  quarter  ended  March 31, 2001 from $1.74  million for the first  quarter
ended March 31,  2000.  Some  vacant  positions,  a move to pay for  performance
compensation,  the end of a restricted  stock program that was fully expensed in
2000, and lower education and training expenses  contributed to the lower salary
and benefit expense in the first quarter of 2001.  Data  processing  expense was
down  $49,000,  or 17.25%,  to $235,000  for the quarter  ended March 31,  2001,
compared to $284,000 for the same period in 2000. The timing of expenses related
to data  processing  equipment  maintenance  was primarily  responsible for this
variance. All other expense categories recorded increases for the first quarter.
The largest  increases  occurred in advertising  and other expense.  Advertising
expense was up $42,000,  or 51.8%,  to $123,000 for the first quarter due to the
timing of expenses for newspaper and radio  advertising and additional costs for
advertising  in a new market.  Other expense  increased  $74,000,  or 14.2%,  to
$594,000 for the first  quarter of 2001  compared to the first  quarter of 2000.
Higher costs  associated with ATM activity,  higher postage and telephone costs,
and an  increase  in costs  associated  with  other real  estate  owned and loan
collection  expense  were the  primary  contributors  to the  increase  in other
expense quarter over quarter.  The  Corporation's  efficiency ratio was 59.9% at
March 31, 2001.

     Federal  income tax expense for the quarter  ended March 31, 2001,  totaled
$307,000  compared to $263,000  for the same quarter  ended March 31, 2000.  The
Corporation's effective tax rate for the quarter ended March 31, 2001, was 18.7%
compared to 17.8% for the  quarter  ended March 31,  2000.  The  increase in the
effective  tax rate quarter  versus  quarter was  primarily due to a decrease in
tax-free  income  relative  to  pretax  income.   All  taxable  income  for  the
Corporation is taxed at a rate of 34%.


Financial Condition

     Total assets were $486.48  million at March 31, 2001,  an increase of $20.5
million,  or 4.4% from $465.98  million at December 31, 2000.  Cash and due from
banks,  interest-bearing  deposits  in other  banks  and  investment  securities
available for sale were the asset  categories that recorded more than 90% of the
growth since  year-end  2000.  Loan growth  during the first quarter of 2001 was
flat.  Commercial loan volume up almost $2.0 million from year-end  reported the
largest  increase  but was offset by volume  decreases  in mortgage and consumer
loan  categories.  With the  decrease in interest  rates,  mortgage  origination
activity picked up toward mid-quarter, however most of those mortgages were sold
on the  secondary  market and did not  impact the  balance  sheet.  Funding  the
increase  in assets  over the first  quarter  of 2001 was an  increase  in total
deposits,  securities sold under agreements to repurchase  (Repos) and long term
debt with the Federal Home Loan Bank of Pittsburgh  (FHLB).  Total deposits were
up $6.9  million to $364.1  million  at March 31,  2001 from  $357.2  million at
December 31, 2000. Noninterest- bearing demand and savings and interest checking
grew $10.6  million  while time  deposits  declined  $3.7  million.  Included in
savings and interest  checking is a money management  deposit product which grew
$7.9 million from year-end and is the primary driver behind the continued growth
in deposits.  Repo volume was up $3.5 million,  or 10.6%,  to $36.5 million from
$33.0  million and long-term  debt  increased  $8.3  million,  or 28.3% to $37.8
million  from  $29.5  million.  The  increase  in long  term  debt  was  used to
match-fund  new and existing  fixed rate loans and to extend the duration of the
Corporation's liabilities.

     Total shareholders' equity increased $1.4 million to $44.6 million at March
31, 2001 from $43.2 million at year-end 2000.  During the quarter  shareholders'
equity was  favorably  impacted  by an  approximate  $900,000  increase in other
comprehensive  income.  An increase of $783,000 in retained  earnings during the
quarter accounted for the rest of the increase.

     Capital  adequacy is currently  defined by regulatory  agencies through the
use of several minimum required  ratios.  At March 31, 2001, the Corporation was
well   capitalized  as  defined  by  the  banking   regulatory   agencies.   The
Corporation's  leverage ratio,  Tier I and Tier II risk-based  capital ratios at
March  31,  2001  were  8.96%,  12.52%,  and  13.75%,  respectively.   For  more
information  on capital  ratios  refer to Note 2 of the  accompanying  financial
statements.

Loan Quality

     Net  charge-offs  for the  first  quarter  ended  March 31,  2001,  totaled
$128,000  compared  to  $105,000  for the first  quarter  of 2000.  In the first
quarter of 2001, 27% of the net charge-offs were related to the real estate loan
portfolio,  30% to the commercial  portfolio and 43% to the consumer  portfolio.
The annualized  ratio of net  charge-offs to average loans was .17% at March 31,
2001 compared to .14% at March 31, 2000.

     Nonperforming  loans were up  $105,000  to $1.05  million at March 31, 2001
from $945,000 at December 31, 2000.  However,  nonperforming  loans at March 31,
2001 have significantly  decreased from $3.2 million at March 31, 2000. Included
in  nonperforming  loans at March  31,  2001,  were  nonaccrual  loans  totaling
$536,000  and  loans  past due 90 days or more  totaling  $514,000  compared  to
$576,000 and $369,000,  respectively at December 31, 2000. The Corporation  held
other real estate (ORE) equaling $1.2 million at March 31, 2001 compared to $1.4
million at December 31, 2000.  Nonperforming  assets  represented  .46% of total
assets at March 31, 2001 compared to .50% at December 31, 2000.

     The allowance  for possible loan losses  totaled $3.95 million at March 31,
2001,  compared to $3.87 million at December 31, 2000. The allowance  represents
1.30%  and  1.28%,  of total  loans at March 31,  2001 and  December  31,  2000,
respectively.  The allowance provided coverage for nonperforming loans at a rate
of 3.8 times at March 31, 2001.

     The local  economy  has  slowed  from a year  ago.  The  unemployment  rate
reported by the  Department of Labor and Industry for Franklin  County for March
was 5.1%,  an increase  from the 4.4% that was reported in January  2001.  Local
economists  expect the rate to increase  again once recent layoff  announcements
take  effect in May and June.  Although  the  unemployment  rate has  increased,
unemployment  remains  close  to  what  economic  observers  refer  to as  "full
employment," or 5%.


Liquidity

     The  Corporation's  liquidity  ratio (net cash,  short-term  and marketable
assets  divided by net deposits and short-term  liabilities)  was 37.6% at March
31, 2001. The  Corporation has the ability to borrow funds from the Federal Home
Loan Bank of Pittsburgh,  if necessary,  to enhance its liquidity  position.  At
March 31, 2001, the maximum borrowing  capacity for the Corporation with FHLB is
approximately  $145  million.  The  Corporation  is  currently  involved  in the
construction of an addition to its  headquarters  facility.  Approximately  $1.0
million of the $3.15 million  project has been funded as of March 31, 2001. This
project is  expected to be  completed  during  2001.  Management  believes  that
liquidity is adequate to meet the  borrowing  and deposit needs of its customers
as well as to fund other commitments.




PART I, Item 3

Qualitative and Quantitative Disclosures about Market Risk

     There were no material changes in the Corporation's exposure to market risk
during the first quarter ended March 31, 2001.  For more  information  on market
risk refer to the Corporation's 2000 10-K.


PART II - Other Information


Item 1. Legal Proceedings
        None

Item 2. Changes in Securities and Use of Proceeds
        None

Item 3. Defaults by the Company on its Senior Securities
        None

Item 4. Results of Votes of Security Holders
        None

Item 5. Other Information
        None

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits
            None

        (b) Reports on Form 8-K
            A Form 8-K dated March 8, 2001, was filed in connection with a
            stock repurchase program.


                    FRANKLIN FINANCIAL SERVICES CORPORATION
                                 and SUBSIDIARY

SIGNATURES

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

                                        Franklin Financial Services Corporation


May 10, 2001                            /s/ William E. Snell, Jr.
                                        William E. Snell Jr.
                                        President and Chief Executive Officer


May 10, 2001                            /s/ Elaine G. Meyers
                                        Elaine G. Meyers
                                        Treasurer and Chief Financial Officer