EXHIBIT 32.1

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

      In  connection  with the Annual  Report on Form 10-K for the period  ended
December  31,  2004  (the  "Report")  of  Franklin   Capital   Corporation  (the
"Registrant"),  as filed with the Securities and Exchange Commission on the date
hereof,  I,  Milton  "Todd" Ault III, as the Chief  Executive  Officer,  and the
person  performing the functions as Chief  Financial  Officer of the Registrant,
pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the  Sarbanes-Oxley
Act of 2002, hereby certify, to the best of my knowledge, that:

      (1) the  accompanying  Form 10-K report for the period ending December 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
Registrant.

Dated: March 30, 2005                       /s/ Milton "Todd" Ault III
                                            ------------------------------------
                                            Milton "Todd" Ault III
                                            Chairman and Chief Executive Officer