EXHIBIT 32.1

                  CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, Stephen L. Brown,  as Chief  Executive  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-Q report for the period ending March 31,
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; 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:  May 14, 2004                      /s/ Stephen L. Brown
                                          --------------------------------------
                                          Stephen L. Brown
                                          Chairman and Chief Executive 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.