EXHIBIT 32.2


                  CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
    REQUIRED BY RULE 13A-14(B) OR RULE 15D-14(B) AND 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


           I, Hiram M. Lazar, as Chief Financial Officer of Franklin Capital
Corporation (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted
by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

           (1) the accompanying Quarterly Report on Form 10-Q report for the
period ending June 30, 2004 as filed with the U.S. Securities and Exchange
Commission (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); and

           (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



Dated:  August 13, 2004                        /s/ Hiram M. Lazar
                                               ------------------------------
                                               Hiram M. Lazar
                                               Chief Financial Officer



This certification shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liability of that section. Such
certification will no be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent that the Company specifically incorporates in by reference therein.