EXHIBIT 99.1

FRANKLIN CAPITAL CORPORATION
450 PARK AVENUE, 20TH FLOOR
NEW YORK, NY 10022
(212) 486-2323    FAX (212) 755-5451

FOR IMMEDIATE RELEASE

        FRANKLIN CAPITAL CORPORATION NOT IN COMPLIANCE WITH AMEX LISTING
                 STANDARDS; PLAN OF COMPLIANCE ACCEPTED BY AMEX

         NEW YORK, September 21, 2004 - Franklin Capital Corporation (AMEX:FKL)
(the "Company") reported that, on September 15, 2004, it received notification
from the American Stock Exchange (the "Amex") that the Amex had accepted the
Company's previously submitted plan of compliance with certain of the continued
listing standards of the Amex and had granted the Company an extension of time
until December 26, 2005 to regain compliance, pursuant to which the Amex will
continue the Company's listing subject to certain conditions.

         The Company originally received a notice from the Amex on June 24, 2004
that the Company's securities were subject to delisting in accordance with
Sections 1003(a)(i) and 1003(a)(ii) of the Amex Company Guide, which
respectively provide that the Amex will consider delisting the securities of any
company with stockholders' equity of less than $2,000,000 and losses from
continuing operations and/or net losses in two out of its three most recent
fiscal years or stockholders' equity of less than $4,000,000 and losses from
continuing operations and/or net losses in three out of its four most recent
fiscal years. Pursuant to the original notice, the Company was afforded the
opportunity to submit a plan of compliance to the Amex and, on September 13,
2004, the Company presented the final components of its proposed plan to the
Amex. This plan was designed with the input and assistance of Ault Glazer &
Company Investment Management LLC ("Ault Glazer"), a major stockholder of the
Company that has been working with the Company in recent months to implement a
restructuring plan intended to maximize the value of the Company to its
stockholders.

         The Company will be subject to, among other things, periodic review by
the Amex staff during the extension period. The Amex has notified the Company
that failure to make progress consistent with the plan or to regain compliance
with the continued listing standards by December 26, 2005 could result in the
Company's securities being delisted from the Amex, and no assurances can be made
that the Company will be able to maintain its listing.



Additional Information
- ----------------------

         In connection with the restructuring plan referenced above, the Company
filed a preliminary proxy statement with the Securities and Exchange Commission
(the "SEC") on July 30, 2004, concerning the transactions contemplated by the
restructuring plan, and will be filing amendments to the preliminary proxy
statement, as well as other relevant documents, concerning the transactions
contemplated by the restructuring plan with the SEC. STOCKHOLDERS OF THE COMPANY
ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS TO THE
PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY DO, OR WILL, CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain free copies of the
preliminary proxy statement, any amendments to the preliminary proxy statement
and other documents when they become available by contacting Franklin Capital
Corporation at 450 Park Avenue, New York, New York 10022, or at (212) 486-2323.
In addition, documents filed with the SEC by the Company will be available free
of charge at the SEC's web site at http://www/sec.gov.

         Ault Glazer, the Company and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in favor of the transactions contemplated by the
restructuring plan. Information about the executive officers and directors of
the Company and their ownership of the Company's stock is set forth in the
preliminary proxy statement that was filed with the SEC. Certain directors and
executive officers of the Company may have direct or indirect interests in the
transactions contemplated by the restructuring plan due to securities holdings,
pre-existing or future indemnification arrangements or vesting of options, or in
the case of Mr. Stephen Brown, rights to certain severance payments following
these transactions. Information about Ault Glazer and Mr. Milton Todd Ault III
can be found in Schedule 13Ds filed with the SEC since May 2004. Additional
information regarding the Company, Ault Glazer and the interests of their
respective executive officers and directors in the transactions contemplated by
the restructuring plan are contained in the preliminary proxy statement
regarding these transactions that was filed by the Company with the SEC, and
will be contained in any amendments to the preliminary proxy statement regarding
these transactions that will be filed by the Company with the SEC.


Press Contact:   Stephen L. Brown
                 Chairman and Chief Executive Officer
                 Franklin Capital Corporation
                 (212) 486-2323