UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~March~~May 2620, 2008 (~~March~~May 2016, 2008)

FRANKLIN BANK CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-~~505I8~~50518	11-3626383
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)


9800 Richmond Avenue, Suite 680		Houston, Texas 77042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (713) 339-8900

Not applicable.
(Former name or former address, if changed since last report.)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 35 — ~~Securities~~Corporate Governance and ~~Trading Markets~~Management

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~March~~May 2019, ~~2007~~2008, Franklin Bank Corp. (~~the~~ “~~Company~~Franklin”) ~~received~~announced athat ~~letter~~Anthony ~~from~~J. ~~the~~Nocella, ~~staff of The~~will ~~American~~accelerate ~~Stock~~his ~~Exchange~~personal ~~(“AMEX”)~~plans ~~indicating~~to ~~that~~retire ~~the~~from ~~Company~~his ispositions ~~not~~as inChief ~~compliance~~Executive ~~with~~Officer ~~Sections 134~~and President of Franklin and ~~1101~~its ofwholly-owned ~~the~~subsidiary, ~~AMEX~~Franklin ~~Company~~Bank, ~~Guide~~S.S.B. (“Franklin Bank”). Mr. Nocella, a founder and ~~its~~director ~~listing~~of ~~agreement~~Franklin since 2002, will continue as a ~~result~~director of ~~the~~Franklin ~~Company’s~~and ~~failure~~will continue to ~~file~~serve ~~its~~as ~~annual~~Chairman ~~report~~of onFranklin ~~Form~~Bank. ~~10-K~~Through ~~for~~his membership on the ~~year~~Executive ~~ended~~Committee ~~December 31~~of Franklin Bank, ~~2007~~as ondescribed abelow, ~~timely basis~~Mr. Nocella ~~The Company’s~~will ~~Series A~~continue ~~Non-Cumulative~~in ~~Perpetual~~a ~~Preferred~~consultative ~~Stock~~capacity ~~(the~~to ~~“Preferred~~assist Franklin ~~Stock”)~~until ~~trades~~his onretirement ~~AMEX~~by December 31, 2008.

~~The~~Lewis ~~AMEX~~S. ~~letter~~Ranieri, ~~requires~~61, the ~~Company~~Chairman toof ~~submit a plan (~~the ~~“Plan”)~~Board byof ~~April 3,~~Directors ~~2008, advising AMEX~~ of ~~any~~Franklin ~~action~~ (the ~~Company has taken~~“Board”), or will continue ~~take,~~in tohis ~~file~~role ~~its~~as ~~Form~~Chairman ~~10-K for the year ended December 31, 2007,~~ and ~~bring~~effective ~~the Company into compliance with the AMEX Company Guide by no later than June~~May 1716, 2008. Ifassumed the ~~Plan~~role isof ~~accepted~~Chief byExecutive Officer ~~AMEX, the listing~~ of ~~the~~Franklin ~~Preferred~~until ~~Stock~~a ~~will continue~~new ~~until~~chief ~~June 17,~~executive ~~2008,~~officer atis ~~which~~identified ~~time~~and ~~AMEX~~retained. ~~will~~Mr. Ranieri has ~~initiate~~been ~~delisting~~a ~~proceedings,~~director ~~as appropriate,~~of ifFranklin ~~the~~since ~~Company~~it iswas ~~not~~founded in ~~compliance~~2001 ~~with~~and ~~AMEX~~is ~~listing~~the ~~standards,~~prime ororiginator ~~does not make~~and ~~progress~~founder ~~consistent~~of ~~with~~ the ~~Plan.~~Hyperion ~~Further,~~private ifequity ~~the~~funds ~~Company~~and ~~does~~chairman ~~not submit a Plan~~ and/or ifdirector ~~its~~of ~~Plan~~various isother ~~not~~non-operating ~~accepted~~entities bythat ~~AMEX,~~it ~~the~~owns ~~Company~~directly ~~may~~and beindirectly. ~~subject to delisting proceedings~~Mr. Ranieri Inalso ~~either~~serves ~~event,~~as ~~the~~Chairman, ~~Company~~Chief ~~may~~Executive ~~appeal~~Officer ifand ~~the~~President ~~AMEX~~of ~~staff~~Ranieri ~~makes~~& aCo., ~~determination~~Inc., toa ~~initiate~~private ~~delisting~~investment ~~proceedings~~advisor inand ~~accordance~~management ~~with applicable AMEX rules~~corporation. ~~The~~He ~~Company~~is ~~intends~~also toChairman ~~submit~~of aRoot ~~Plan~~Markets, toInc., ~~AMEX~~an byinternet-based ~~April 3,~~marketing ~~2008~~company.

InAlan ~~the~~E. ~~letter~~Master, ~~AMEX~~68, ~~also~~effective ~~noted~~May 16, ~~that~~2008 assumed the ~~Company~~role ~~will~~of bePresident ~~included~~of inFranklin until a new ~~list~~chief ofexecutive ~~issuers,~~officer ~~which~~ is ~~posted~~identified ~~daily~~and onretained. ~~the~~Mr. Master ~~AMEX~~will ~~website,~~resign ~~that~~his ~~are~~memberships ~~not~~on the inBoard’s ~~compliance~~Audit, ~~with~~Compensation ~~the~~and ~~continued~~Nominating ~~listing standards~~ and “Corporate Governance committees.~~LF”~~ ~~will~~Mr. Master behas been ~~appended~~a todirector ~~the~~of ~~Preferred~~Franklin ~~Stock~~since ~~trading~~April 2002 ~~symbol~~and ~~whenever~~is ~~such~~a ~~trading symbol~~financial isconsultant, ~~transmitted~~corporate ~~with~~director and a ~~quotation~~private orinvestor. ~~trade~~Mr. Master ~~Accordingly,~~was ~~the~~a ~~Preferred~~director ~~Stock~~of ~~will~~Bank ~~trade~~United ~~as FBK-P~~Corp.~~LF.~~, ~~The~~Houston, ~~website~~Texas, ~~posting~~from 1995 to 2001 and ~~indicator~~has ~~will~~been ~~remain~~the inPresident ~~effect~~and ~~until~~CEO ~~the~~of ~~Company~~The ~~has~~Master ~~regained compliance~~Group, ~~with~~which ~~all~~specialized ~~applicable~~in ~~AMEX~~financial services ~~continued~~consulting, ~~listing~~since ~~standards~~1991.

OnFranklin ~~March 26~~Bank will establish an Executive Committee consisting of Alan E. Master, ~~2008~~Robert A. Perro, Andy Black and Anthony J. Nocella (the ~~Company~~“Executive ~~issued~~Committee”) ato ~~press~~oversee ~~release~~Franklin ~~disclosing~~Bank’s day to day business activities and exercise the ~~foregoing~~powers of the chief executive. Mr. Perro will serve as Chairman of the Executive Committee. Mr. Perro, 55, has been a ~~copy~~director of Franklin since 2002 and is a certified public accountant. Mr. Perro is the Vice Chairman and a director of CardWorks, Inc. which has two principal subsidiaries; Merrick Bank, an FDIC insured Utah Industrial Bank of which he has been a director since its formation in 1997, is ~~attached~~a ~~hereto~~premier asissuer ~~Exhibit~~of non-prime credit cards, and CardWorks Servicing, LLC which is a third party servicer of credit cards. Through 2006, Mr. 99Perro was also a Managing Director and the Chief Financial Officer of Hyperion private equity funds and an officer and/or director of Ranieri & Co.1, Inc. and various holding companies owned by the Hyperion funds. Mr. Perro was a partner in a public accounting firm and then managed his own public accounting firm.

~~The~~Franklin’s ~~Company~~Nominating ~~intends~~and toCorporate ~~file~~Governance ~~its~~Committee ~~Form~~will ~~10-K~~oversee a search for ~~the~~a ~~year~~new ~~ended~~chief executive ~~December 31,~~officer ~~2007~~for ~~with~~Franklin ~~the Securities~~and Franklin Bank, and ~~Exchange~~at ~~Commission~~least ~~(“SEC”)~~one asadditional ~~soon~~independent asdirector for ~~possible~~the Board.

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The Board has authorized the Compensation Committee to recommend for approval of the Board a retirement package for Mr. Nocella and the amount and manner of compensation, if any, to be provided to Messrs. Ranieri, Master and Perro. Franklin will file an amendment to this Current Report on Form 8-K when these arrangements are finalized.

Franklin issued a press release disclosing the foregoing on May 19, 2008, a copy of which is attached hereto as Exhibit 99.1.

Section 8 — Other Events


Item 8.01		Other Events.

On May 19, 2008, Franklin issued a press release announcing that the previously disclosed independent internal investigation by the Audit Committee has been completed. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits


Item 9.01		Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release of Franklin Bank Corp., dated ~~March 26~~May 19, 2008.

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S I G N A T U R E

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 hereunto duly authorized.

	FRANKLIN BANK CORP.
Dated: March 26, 2008
Dated: May 20, 2008	By:	/s/ Russell McCann
	By:	/s/ Russell McCann
		Russell McCann
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number				Description
	99.1			Press ~~release~~Release of Franklin Bank Corp., dated ~~March~~May 2619, 2008

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