EXHIBIT 32.2

                                  CERTIFICATION
                       PURSUANT TO 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  Form 10-K report for the period ending  December
31,  2003 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; 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:  March 30, 2004                               /s/ Hiram M. Lazar
                                                     ------------------
                                                     Hiram M. Lazar
                                                     Chief Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided  to  Franklin  Capital  Corporation  and will be  retained  by Franklin
Capital  Corporation and furnished to the Securities and Exchange  Commission or
its staff upon request.