EXHIBIT 14(a)(2)(23)


                         Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-306-04)  pertaining to the Non-Statutory  Stock Option Plan for the
Directors and the Stock  Incentive Plan of The Franklin  Holding  Corporation of
our report dated February 16, 2001, with respect to the financial  statements of
Franklin  Capital  Corporation   (formerly  The  Franklin  Holding  Corporation)
included in the Annual Report (10-K) for the year ended December 31, 2000, filed
with the Securities and Exchange Commission.



                                                     ERNST & YOUNG LLP


New York, New York
March 27, 2001