SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use
[X] Definitive proxy statement of the Commission Only
[ ] Definitive additional materials (as permitted by
[ ] Soliciting material pursuant to Rule 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12

FRANKLIN CREDIT MANAGEMENT CORPORATION
--------------------------------------
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

FRANKLIN CREDIT MANAGEMENT CORPORATION
Six Harrison Street
New York, New York 10013

April 7, 2003

To Our Stockholders:

You are cordially invited to attend the 2003 Annual Meeting of
Stockholders of Franklin Credit Management Corporation (the "Company"), which
will be held at the corporate offices of the Company, located at Six Harrison
Street, Sixth Floor, New York, New York, on Thursday, May 8, 2003, at 10:00
A.M., Eastern Daylight Time.

The Notice of Annual Meeting and Proxy Statement covering the formal
business to be conducted at the Annual Meeting follow this letter and are
accompanied by the Company's Annual Report for the fiscal year ended December
31, 2002.

We hope you will attend the Annual Meeting in person. Whether or not
you plan to attend, please complete, sign, date and return the enclosed proxy
promptly in the accompanying reply envelope to assure that your shares are
represented at the meeting.

Sincerely yours,

THOMAS J. AXON
Chairman

FRANKLIN CREDIT MANAGEMENT CORPORATION
SIX HARRISON STREET
NEW YORK, NEW YORK 10013
(212) 925-8745

NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 2003

Notice is hereby given that the Annual Meeting of Stockholders of
Franklin Credit Management Corporation (the "Company") will be held at the
corporate offices of the Company, located at Six Harrison Street, Sixth Floor,
New York, New York, at 10:00 A.M., Eastern Daylight Time, on Thursday, May 8,
2003 for the following purposes:

1. to elect nine directors to the Company's Board of Directors;

2. to ratify the appointment of Deloitte & Touche as the
Company's independent public auditors for the fiscal year
ending December 31, 2002; and

3. to transact such other business as may be properly brought
before the meeting and any adjournment or postponement
thereof.

The Board of Directors unanimously recommends that you vote FOR the
election of all nine nominees as Directors and FOR the approval of the
appointment of the independent public auditors.

Stockholders of record at the close of business on March 31, 2003 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment or
postponement thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE
PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. STOCKHOLDERS
ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE RETURNED A
PROXY. BY PROMPTLY RETURNING YOUR PROXY, YOU WILL GREATLY ASSIST US IN PREPARING
FOR THE ANNUAL MEETING.

By Order of the Board of Directors,

THOMAS J. AXON
Chairman

New York, New York
April 7, 2003

FRANKLIN CREDIT MANAGEMENT CORPORATION
SIX HARRISON STREET
NEW YORK, NEW YORK 10013
(212) 925-8745

PROXY STATEMENT FOR
2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 2003

GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy are being
furnished, commencing on or about April 7, 2003, in connection with the
solicitation of proxies in the enclosed form by the Board of Directors of
Franklin Credit Management Corporation, a Delaware corporation (the "Company"),
for use at the Annual Meeting of Stockholders ("Stockholders") of the Company
(the "Annual Meeting"). The Annual Meeting will be held at the corporate offices
of the Company, located at Six Harrison Street, Sixth Floor, New York, New York,
at 10:00 A.M., Eastern Daylight Time, on Thursday, May 8, 2003, and at any
adjournment or postponement thereof, for the purposes set forth in the foregoing
Notice of 2003 Annual Meeting of Stockholders.

The annual report of the Company, containing financial statements of
the Company as of December 31, 2002, and for the year then ended (the "Annual
Report"), has been delivered or is included with this proxy statement.

A list of the Stockholders entitled to vote at the Annual Meeting will
be available for examination by Stockholders during ordinary business hours for
a period of ten days prior to the Annual Meeting at the corporate offices of the
Company. A Stockholder list will also be available for examination at the Annual
Meeting.

If you are unable to attend the Annual Meeting, you may vote by proxy
on any matter to come before that meeting. The enclosed proxy is being solicited
by the Board of Directors. Any proxy given pursuant to such solicitation and
received in time for the Annual Meeting will be voted as specified in such
proxy. If no instructions are given, proxies will be voted (i) FOR the election
as Directors of the nine nominees named below under the caption "Election of
Directors" to one year terms, (ii) FOR the ratification of the appointment of
Deloitte & Touche ("D&T") as independent public auditors for the Company's
fiscal year ending December 31, 2002, and (iii) in the discretion of the proxies
named on the proxy card with respect to any other matters properly brought
before the Annual Meeting. Attendance in person at the Annual Meeting will not
of itself revoke a proxy; however, any Stockholder who does attend the Annual
Meeting may revoke a proxy orally and vote in person. Proxies may be revoked at
any time before they are voted by timely submitting a properly executed proxy
with a later date or by sending a written notice of revocation to the Secretary
of the Company at the Company's principal executive offices.

This Proxy Statement and the accompanying form of proxy are being
mailed to Stockholders of the Company on or about April 7, 2003.

Following the original mailing of proxy solicitation material,
executive and other employees of the Company and professional proxy solicitors
may solicit proxies by mail, telephone, telegraph and personal interview.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries who are record holders of the Company's Common Stock to
forward proxy solicitation material to the beneficial owners of such stock, and
the Company may reimburse such record holders for their reasonable expenses
incurred in such forwarding. The cost of soliciting proxies in the enclosed form
will be borne by the Company.

The Company's Board of Directors has unanimously voted to recommend
that you vote for the nominees for election to the Board of Directors listed
below and for the appointment of D&T as the independent public auditors of the
Company for the fiscal year ended December 31, 2002.

VOTING OF SHARES

The holders of one-third of the outstanding shares entitled to vote,
present in person or represented by proxy, will constitute a quorum for the
transaction of business. Shares represented by proxies that are marked "abstain"
will be counted as shares present for purposes of determining the presence of a
quorum on all matters. Brokers holding shares for beneficial owners in "street
name" must vote those shares according to specific instructions they receive
from the owners of such shares. If instructions are not received, brokers may
vote the shares, in their discretion, depending on the type of proposals
involved. "Broker non-votes" result when brokers are precluded from exercising
their discretion on certain types of proposals. However, brokers have
discretionary authority to vote on all the proposals being submitted hereby to
the Stockholders. Shares that are voted by brokers on some but not all of the
matters will be treated as shares present for purposes of determining the
presence of a quorum on all matters, but will not be treated as shares entitled
to vote at the Annual Meeting on those matters as to which authority to vote is
withheld by the broker.

The election of each nominee for Director requires a plurality of votes
cast. Accordingly, abstentions and Broker non-votes will not affect the outcome
of the election; votes that are withheld will be excluded entirely from the vote
and will have no effect. The affirmative vote of the holders of a majority of
the shares present in person or represented by proxy at the meeting and entitled
to vote is required for the appointment of the independent public auditors. On
this matter the abstentions will have the same effect as a negative vote.
Because Broker non-votes will not be treated as shares that are present and
entitled to vote with respect to a specific proposal, a Broker non-vote will
have no effect on the outcome.

The Company will appoint an inspector to act at the Annual Meeting who
will: (1) ascertain the number of shares outstanding and the voting powers of
each; (2) determine the shares represented at the Annual Meeting and the
validity of the proxies and ballots; (3) count all votes and ballots; (4)
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any determinations by such inspector; and (5) certify
his determination of the number of shares represented at the Annual Meeting and
his count of all votes and ballots.

Only Stockholders of record at the close of business on March 31, 2003
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof. As of the close of business on March 31,
2003, there were outstanding 5,916,527 shares of the Company's Common Stock, par
value $.01 per share (the "Common Stock"). Each share of Common Stock entitles
the record holder thereof to one vote on all matters properly brought before the
Annual Meeting and any adjournment or postponement thereof, with no cumulative
voting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 2, 2003, the number of
shares of Common Stock (and the percentage of the Company's Common Stock)
beneficially owned by (i) each person known (based solely on Schedules 13D or
13G filed with the Securities and Exchange Commission (the "Commission")) to the
Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each Director and nominee for Director of the Company, (iii) the Named
Executives (as defined in "Executive Compensation" below), and (iv) all
Directors and Executive Officers of the Company as a group (based upon
information furnished by such persons). Under the rules of the Commission, a
person is deemed to be a beneficial owner of a security if such person has or
shares the power to vote or direct the voting of such security or the power to
dispose of or to direct the disposition of such security. In general, a person
is also deemed to be a beneficial owner of any securities of which that person
has the right to acquire beneficial ownership within 60 days. Accordingly, more
than one person may be deemed to be a beneficial owner of the same securities.

NUMBER OF SHARES PERCENTAGE (%)
NAME AND ADDRESS BENEFICIALLY OWNED OF COMMON STOCK

Thomas J. Axon(1)(2) 3,329,284 55.5%

Seth Cohen(1)(3) 175,000 2.87%

Joseph Caiazzo(1)(4) 187,450 3.08%

Michael Bertash(1)(5) 17,000 *

Frank B. Evans, Jr. (1)(6) 855,425 14.4%

Alan Joseph (1)(9) 51,500 *

Steven W. Lefkowitz (1)(7) 124,333 2.1%

Allan R. Lyons (1)(8) 47,333 *

William F. Sullivan (1)(10) 47,033 *

All Directors and Executive Officers as
a group (9) persons)(11) 4,834,358 73.6%

* Indicates beneficial ownership of less than one (1%) percent.

(1) Mailing address: C/O Franklin Credit Management Corporation, Six
Harrison Street, New York, New York 10013.

(2) Does not include 11,610 beneficially owned by Mr. Axon's mother, Ann
Axon, with respect to which shares Mr. Axon disclaims beneficial
ownership. Includes 81,665 shares issuable upon exercise of options
exercisable within sixty days.

(3) Includes 175,000 shares issuable upon exercise of options
exercisable within sixty days.

(4) Includes 165,000 shares issuable upon exercise of options
exercisable within sixty days.

(5) Includes 17,000 shares issuable upon exercise of options exercisable
within sixty days.

(6) Does not include 20,720 shares beneficially owned by Mr. Evans' wife
and 5,225 shares beneficially owned by Mr. Evans' father, Frank
Evans. Includes 5,000 shares beneficially owned by each of his four
minor children for which Mr. Evans is the trustee. Includes 12,000
shares issuable upon exercise of options exercisable within sixty
days.

(7) Includes 87,000 shares issuable upon exercise of warrants
exercisable within sixty days and 17,333 shares issuable upon
exercise of options exercisable within sixty days.

(8) Includes 22,333 shares issuable upon exercise of options exercisable
within sixty days.

(9) Includes 51,500 shares issuable upon exercisable within sixty days.

(10) Includes 17,333 shares issuable upon exercisable within sixty days.

(11) Includes 559,164 shares issuable upon exercise of options
exercisable within sixty days and 87,000 shares issuable upon
exercise of warrants exercisable within sixty days.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and Officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Reporting persons are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms that they file.

Based solely on review of the copies of such reports furnished to the
Company, the Company believes that during 2002 all Section 16(a) filing
requirements applicable to its Officers, Directors and ten percent stockholders
were complied with.

PROPOSALS

The Company's Board of Directors has unanimously voted to recommend the
nominees for election to the Board of Directors listed below and for the
appointment of D&T as the independent public auditors of the Company for the
fiscal year ended December 31, 2002.

PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

Unless instructed otherwise, the enclosed proxy will be voted FOR the
election of the nominees named below. Voting is not cumulative. While management
has no reason to believe that the nominees will not be available as candidates,
should such a situation arise, proxies may be voted for the election of such
other persons as a Director as the holders of the proxies may, in their
discretion, determine.

The following sets forth certain information with respect to each of
the nine nominees to the Board of Directors as well as to the remaining
Directors and Executive Officers of the Company:

Year First
Name Age Elected Director Office

Nominees to the Board

Thomas J. Axon (1)(2) 51 1988 Chairman and Director

Seth Cohen 38 2000 President, Chief Executive
Officer and Director

Joseph Caiazzo (1) 45 1994 Sr. Vice President, Chief
Operating Officer,
Secretary and Director

Michael Bertash (1) 50 1998 Director

Frank B. Evans, Jr. (1)(2) 51 1994 Director

Alan Joseph 42 2000 Sr.Vice President, Chief
Financial Officer, and
Director

Steven W. Lefkowitz (1)(2) 47 1996 Director

Allan R. Lyons (1) 62 1994 Director

William F. Sullivan (1) 53 1996 Director

DIRECTORS OF THE COMPANY

Thomas J. Axon has served as Chairman of Board of Directors of the
Company since December 30, 1994 and as Chief Executive Officer and President
from December 30, 1994 through June 30, 2000. Mr. Axon also served as Director
of Franklin Credit Management Corporation ("Franklin") from April 25, 1988 until
the merger of Franklin and Miramar Resources, Inc. in December 1994 (the
"Merger") and President of Franklin from October 8, 1991 until the Merger. Since
1985, Mr. Axon has been the President and principal owner of RMTS Associates,
LLC. Mr. Axon holds a Bachelor of Arts in economics from Franklin and Marshall
College and attended the New York University Graduate School of Business.

Seth Cohen has served as Chief Executive Officer and President of the
Company since July 17, 2000. Previously, Mr. Cohen provided
management-consulting services to several companies and venture capital firms in
a variety of different industries. In addition, from 1996 to 2000 Mr. Cohen held
executive positions, including COO and General Counsel with two insurance
companies. Mr. Cohen holds a Bachelor of Arts from the University of Michigan
and a Juris Doctor from New York University School of Law.

Joseph Caiazzo has served as Vice President and Chief Operating Officer
since March of 1996, and Secretary since June 1999. Mr. Caiazzo also serves as
President of the Company's mortgage banking subsidiary Tribeca Lending Corp.
From August 1989 to March 1996, Mr. Caiazzo served as corporate controller of
R.C. Dolner, Inc., a general contractor. Mr. Caiazzo holds a Bachelor of Science
from St. Francis College and a Masters of Business Administration in Finance
from Long Island University.

Michael Bertash has been a Senior Vice President with J. & W. Seligman
&. Co., an investment management firm, since 1997. Mr. Bertash was an Associate
Director of the asset management division of Bear, Stearns & Co. Inc., a
worldwide investment bank and brokerage firm, from 1991 to 1997. Mr. Bertash
holds a Bachelor of Science in Operations Research from Syracuse University and
a Master in Business from New York University.

Frank B. Evans, Jr. had served as Vice President, Treasurer Secretary
and Chief Financial Officer of the Company since December 30, 1994 until
November 15, 1998. Mr. Evans also served as the Secretary, Treasurer, a Vice
President and a Director of Franklin from its inception in 1990 until the
Merger. Mr. Evans has served as CEO of Earthsafe Corporation, a McLean, Virginia
firm that designs and supplies environmental compliance systems, since its
inception in 1990. Mr. Evans is a Certified Public Accountant and holds a
Bachelor of Science from the University of Maryland and a Masters in Business
from the University of Southern California.

Alan Joseph has served as the Chief Financial Officer since May 2002
and as an advisor since November 2000. Mr. Joseph served as Vice President in
the Term Asset Backed Securitization group at SG Cowen Securities Corporation,
the investment-banking subsidiary of the Societe Generale Group, since 2000.
Prior to joining SG Cowen, Mr. Joseph served as First Vice President in the
Asset Trading & Finance group at Paine Webber, Inc. where he worked from 1997 to
2000. From 1996 to 1997, Mr. Joseph was an Assistant Vice President at the
Clayton Group, Inc., a portfolio due diligence and Advisory Company. From 1994
to 1996 Mr. Joseph served in various capacities in the Commercial Real Estate
groups at Paine Webber, Inc. and Kidder Peabody, Inc. Mr. Joseph holds a
Bachelor of Science in Finance from Arizona State University and a Juris Doctor
degree from New York Law School.

Steven W. Lefkowitz has served as the founder and President of Wade
Capital Corporation, a privately held investment firm since 1990. From 1988 to
1990, Mr. Lefkowitz served as a Vice President of Corporate Finance for Drexel
Burnham Lambert, Incorporated, where he had been employed since 1985. Mr.
Lefkowitz serves on the Board of Directors of Allstate Financial Corp., a
publicly traded financial services company, as well as several private
companies. Mr. Lefkowitz holds a Bachelor of Arts in history from Dartmouth
College and a Masters in Business Administration from Columbia University.

Allan R. Lyons is a Certified Public Accountant who was an executive in
Piaker & Lyons, P.C., an accounting firm, and its predecessors from 1968 until
his retirement on December 31, 1999. Mr. Lyons is

currently the owner of 21st Century Strategic Investment planning, a Florida LC
doing financial planning services and investment structuring and review of
financial opportunities and private placements, and acts as a general partner
for two venture capital partnerships. Mr. Lyons has been a director of Retail
Entertainment Group, Inc. (formerly Starlog Franchise Corporation) since August
1993 and a Director of the Scoreboard Inc., since June 1990. Mr. Lyons has been
a director of AMBANC Holding Company (Mohawk Community Bank, Amsterdam, New
York) since April 1999. Mr. Lyons holds a Bachelor of Science in Accounting from
Harpur College and a Masters of Business Administration from Ohio State
University.

William F. Sullivan has been a Partner at Marnik & Sullivan, a general
practice law firm, since 1985 and is admitted to both the New York State and
Massachusetts Bar Associations. Mr. Sullivan graduated from Suffolk University
School of Law and holds a Bachelor of Arts in political science from the
University of Massachusetts.

All Directors hold office for one year terms and until their successors
have been duly elected and qualified, or until their earlier death, resignation
or removal. The Company's Officers are elected by, and serve at the pleasure of,
the Board of Directors, subject to the terms of any employment agreements. No
familial relationships exist between Directors or Executive Officers of the
Company.

COMPENSATION OF DIRECTORS

Since March 21, 2000, the Company's policy has been that each
non-employee director receives $1,000 for every meeting of the Board of
Directors or its committees attended in person and $500 for meetings attended
telephonically. Since April 5, 2000, the Company's policy has been that each
non-employee director will be granted an option to purchase 3,500 shares of
Common Stock pursuant to the Company's 1996 Stock Incentive Plan, upon election
or re-election to the Board. The options vest on the date of grant and are
exercisable at an exercise price of the fair market value of the shares on the
date of grant as determined by the Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors has an Audit Committee of which
Messrs. Evans, Lyons and Bertash are the members. The Audit Committee meets with
the Company's auditors and principal financial personnel to review the results
of the annual audit. The Audit Committee also reviews the scope of the annual
audit and other services before they are undertaken by the Company's auditors,
and reviews the adequacy and effectiveness of the Company's internal accounting
controls. The Company's Board of Directors has not adopted a written charter for
the Audit Committee. The Company's Board of Directors has a Compensation
Committee of which Messrs. Caiazzo, Lefkowitz and Sullivan are the members. The
Compensation Committee reviews the compensation provided to executive officers
and Board members and administers the Company's 1996 Stock Incentive Plan. The
Company's Board of Directors does not have a standing nominating committee.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During 2002, there were four meetings of the Board of Directors of the
Company, two meetings of the Audit Committee and one meeting of the Compensation
Committee. No Director attended fewer than 75% of the aggregate number of
meetings of the Board of Directors and of any committee on which he served.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Franklin Credit Management Corporation Board
of Directors (the "Committee") is composed of three directors, each of whom is
an "independent director" as defined in Section 303.01(B)(2)(a) and (3) of the
NYSE's Listing Standards. The Audit Committee reviews our financial reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Audit Committee has reviewed and discussed the audited financial statements
contained in the 2002 Annual Report on Form 10-K with management and the
independent auditors. Management is responsible for the financial statements and
the reporting process, including the system of internal controls. The
independent auditors are responsible for performing an independent audit of the
Company's financial statements and expressing an opinion on the conformity of
those audited financial statements with accounting principles generally accepted
in the United States.

The Committee discussed with the independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Committee has
discussed with the independent auditors, the auditors' independence from the
Company and its management, including the matters in the written disclosures
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees. The Audit Committee has considered whether
the independent auditors provision of information technology services to the
Company is compatible with the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board approved
including the audited financial statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, filed with the Securities and
Exchange Commission.

Michael Bertash
Frank B. Evans
Allan R. Lyons

EXECUTIVE COMPENSATION

The following table sets forth compensation earned by or paid to Thomas J.
Axon, the Chairman of the Company, Seth Cohen Chief Executive Officer of the
Company and Joseph Caiazzo, the Chief Operating Officer of the Company and Alan
Joseph, the Chief Financial Officer (collectively the "Named Executive
Officers"):

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION FISCAL YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS
SALARY BONUS OTHER ANNUAL RESTRICTED SECURITIES
($) ($) COMPENSATION STOCK UNDERLYING
($) AWARD(S) OPTIONS/SARS
($) (#)

Seth Cohen - Chief Executive 2002 227,000 139,937(2) ____ ____ 50,000(3)
Officer and President (1) 2001 225,000 39,554 - - -
2000 89,487 - - 150,000(4)

Thomas J. Axon-Chairman 2002 118,750 139,937(2) 50,000(8)
2001 75,000 59,554 - - -
2000 75,000 - - - 65,000(5)

Joseph Caiazzo-Chief Operating 2002 165,000 139,937(2) 50,000(3)
Officer 2001 165,000 59,554 -
2000 148,750 - - - 140,000(6)

Alan Joseph-Chief Financial 2002 103,250 97,535(2) - - 103,000(7)
Officer

(1) Mr. Cohen has served as Chief Executive Officer and President of the
Company since July 17, 2000.

(2) Represents performance based bonus earned for fiscal year 2002.

(3) Represents options to purchase shares of the Company's Common Stock
granted on May 5, 2002 at an exercise price of $0.75 per share, of
which 25,000 will vest on May 5, 2003 and 25,000 will vest on May 5,
2004.

(4) Represents options to purchase shares of the Company's Common Stock
granted on July 17, 2000 at an exercise price of $0.75 per share, of
which 50,000 vested upon each grant, 50,000 of vested on July 1, 2001,
50,000 vested on July 1, 2002.

(5) Represents options to purchase shares of the Company's Common Stock
granted on July 1, 2000 at an exercise price of $.75 per share, of
which 65,000 vested upon grant.

(6) Represents options to purchase shares of the Company's Common stock
granted on March 25, 1996 at an exercise price of $1.56 per share,
50,000 of which vested upon grant and 50,000, which vested on March 26,
1998 and options to purchase shares of the Company's Common stock
granted on September 1, 2000 at an exercise price of $.75 per share,
20,000 of which vested on September 1, 2001 and 20,000 of which vested
on September 1, 2002.

(7) Represents options to purchase shares of the Company's Common Stock
granted on May 5, 2002 at an exercise price of $0.75 per share, of
which 51,500 vest on May 5, 2003 and 51,500 vest on May 5, 2004.

(8) Represents options to purchase shares of the Company's Common Stock
granted on May 5, 2002 at an exercise price of $0.75 per share, of
which 16,667 vest on May 5, 2003, 16,667 vest on May 5, 2004 and 16,666
vests May 5, 2005.

The following table sets forth the number, percentage of options granted during
the last fiscal year, exercise price and the potential realizable value, subject
to certain assumptions, of the options granted to the Named Executive Officers
during the last fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES
OPTION IN FISCAL EXERCISE
GRANTED YEAR 2002 PRICE EXPIRATION
NAME (1) (2) ($/SH) DATE 5% ($) 10% ($)

Seth Cohen 50,000 12.6% .75 May 5, 2012 49,683 125,906
Thomas J. Axon 50,000 12.6% .75 May 5, 2012 49,683 125,906
Joseph Caiazzo 50,000 12.6% .75 May 5, 2012 49,683 125,906
Alan Joseph 103,000 26.0% .75 May 5, 2012 102,346 259,366

(1) Represents options to purchase shares of the Company's Stock granted on
May 5, 2002 to Messrs. Cohen, Caiazzo, and Joseph under the 1996 Stock
Option Incentive Plan. The options first become exercisable in annual
50% installments, beginning one year from the grant date, and have a
10-year term. Represents options granted on May 5, 2002 to Tom Axon
under the 1996 Stock Option Incentive Plan. The options first become
exercisable in annual 33.33% installments, beginning one year from the
grant date, and have a 10-year term.

(2) The percentages shown in the table for the stock options granted in
2002 are based on a total of 396,000 stock options granted in 2002 to
employees of the Company.

The following table sets forth the aggregate value, realized gain, and
number of options granted to the Named Executive Officers.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

Name Shares Value Number of Securities Value of Unexercised
Acquired On Realized Underlying Unexercised In-The-Money Options at
Exercise Options at FY-END FY-End (1)
# ($) Exercisable Unexercisable Exercisable Unexercisable

Seth Cohen - - 150,000 50,000 48,000 16,000
Joseph Caiazzo - - 40,000 150,000 12,800 16,000
Thomas Axon 65,000 50,000 20,800 16,000
Alan Joseph - 103,000 - 32,960

(1) Values are based on the closing bid price of the Common Stock on
December 31, 2002.

(2) The value of unexercised stock options at December 31, 2002 is
presented to comply with SEC regulations. The actual amount realized
upon any exercise of stock options will depend upon the excess of the
fair market value of the Common Stock over the grant price at the time
the stock option is exercised. There is no assurance that values of
unexercised stock options reflected in this table will be realized.

EMPLOYMENT AGREEMENTS.

Seth Cohen serves as Chief Executive Officer of the Company under a
three-year contract for annual compensation of $225,000 expiring on June 30,
2003. In addition, under his employment contract Mr. Cohen will share in a bonus
pool of 10% of post tax profits of the Company in any fiscal year in excess of
$500,000. Mr. Cohen also received a grant of 150,000 options to purchase Common
Stock at an exercise price of $.75 per share, of which 50,000 vested upon grant,
50,000 vested on July 1, 2001 and 50,000 vested on July 1, 2002. During 2002 Mr.
Cohen was granted on May 5, 2002 options to purchase Common Stock, of which
25,000 vests on May 5, 2003 and 25,000 vests on May 5, 2004.

Joseph Caiazzo serves as Chief Operating Officer of the Company under a
five-year contract for annual compensation of $200,000, expiring on March 24,
2006. In addition, under his employment contract Mr. Caiazzo will share in a
bonus pool of 10% of post tax profits of the Company in any fiscal year in
excess of $500,000. Mr. Caiazzo also received a grant of 100,000 options to
purchase Common Stock, of which 50,000 vested upon grant and 50,000 vested on
March 26, 1998. Mr. Caiazzo was also granted on September 1, 2000 options to
purchase an additional 40,000 shares of Common Stock at an exercise price of
$.75 per share, 20,000 of which vested on September 1, 2001 and 20,000 of which
vested on September 1, 2002. During 2002, Mr. Caiazzo was granted on May 5, 2002
options to purchase an additional 50,000 shares of Common Stock at an exercise
price of $.75 per share, 25,000 of which vest on May 5, 2003 and 25,000 of which
vest May 5, 2004.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

During 2002, Joseph Caiazzo, Steven W. Lefkowitz and William F.
Sullivan served on the Company's Compensation Committee. Mr. Caiazzo also serves
as the Senior Vice President, Chief Operating Officer and Secretary of the
Company.

REPORT OF THE COMPENSATION COMMITTEE

The following report of the compensation committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of
1934 (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

The Compensation Committee of the Company was established in 2000. The
Compensation Committee establishes compensation for the chief executive officer
and reviews compensation for other officers and employees and other employee
benefit programs, when necessary. This Committee is responsible for the 2003
Compensation Committee Report on Executive Compensation.

Committee Report on Executive Compensation. Under rules established by the
Securities and Exchange Commission, the Company is required to provide certain
data and information with regard to the compensation and benefits provided to
the Company's Chief Executive Officer and the other executive officers of the
Company. The disclosure requirements for those executive officers include the
use of a report explaining the rationale and considerations that led to
fundamental compensation decision affecting those individuals. The Compensation
Committee establishes compensation for the chief executive officer and reviews
compensation for other officers and employees and other benefit programs, when
necessary. In fulfillment of the disclosure requirement, the Compensation
Committee has prepared the following report for inclusion in this proxy
statement.

The Company has no employees who perform services for the Company without
additional compensation. The Compensation Committee is responsible for the 2003
Compensation Committee report on Executive Compensation. The Compensation
Committee evaluates the performance of each named executive officer of the
Company and reviews the compensation of all executives.

Compensation Policies. The Company's executive compensation policies are
intended to attract and retain qualified executives, to recognize and reward
individual contributions and achievement and to offer a compensation package
that is competitive in the financial industry and motivational to each
individual executive. In furtherance of those objectives, the Company maintains
a compensation program for executive officers, which consists of a base salary
and cash bonus. The salary levels are intended to be consistent and competitive
with the practices of other comparable financial institutions and each
executive's level of responsibility. The Committee met two times to discuss
executive compensation. In making its determinations, the Compensation Committee
utilizes surveys of compensation paid to executive officers performing similar
duties for similar institutions of comparable size and characteristics primarily
in New York City.

Compensation of the Chief Executive Officer. The Compensation Committee believes
that Mr. Cohen compensation is appropriate based upon the Company's compensation
policy, Mr. Cohen's performance in managing the Company, the Company's
performance during the fiscal year and a comparison of peer institutions with
specific consideration given to the level of the Company's operations in
comparison to peer institutions.

Compensation Committee of the Company

Joseph Caiazzo
Steven W. Lefkowitz
William F. Sullivan

FRANKLIN CREDIT PERFORMANCE GRAPH INTRO

The following graph illustrates a comparison of the cumulative total stockholder
return (change in stock price plus reinvested dividends) of the Company's Common
Stock with the Russell 2000 index and a peer group for the period from December
31, 1997 through December 31, 2002. The measurement assumes a $100 investment on
December 31, 1997. The comparisons in the graph are required by the Securities
and Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock, which performance
could be affected by factors and circumstances outside of the Company's control.
Data for the Russell 2000 index and the peer group assume reinvestment of
dividends. The Company has never paid dividends on its Common Stock and has no
present plans to do so.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG FRANKLIN CREDIT MANAGEMENT CORPORATION,
THE RUSSELL 2000 INDEX AND A PEER GROUP

[LINE GRAPH]

Cumulative Total Return
-----------------------------------------------------------------
INDEX 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02

FRANKLIN CREDIT MANAGEMENT CORPORATION 100.00 33.50 26.00 15.00 33.00 56.40
RUSSELL 2000 100.00 97.45 118.17 114.60 117.45 93.39
PEER GROUP 100.00 83.40 66.20 23.17 7.75 2.83

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In 1998, Mr. Axon, the Company's President, Chief Executive Officer and
Chairman purchased from the Company a Florida condominium unit subject to
considerable title defects, held by the Company in its OREO inventory available
for sale. The consideration included forgiveness of $ 184,335 of indebtedness of
the Company to Axon Associates, Inc. and issuance by Mr. Axon of a note to the
Company in the amount of $234,165. The note bears interest at a rate of 8% per
annum, is secured by the condominium property, and was due June 1, 2001. During
2001, the parties agreed to extend the note until December 31, 2003.

During April 2000, the Company extended its letter agreement with Wade
Capital Corporation ("WCC"), of which Steven W. Lefkowitz, a member of the
Company's Board of Directors, serves as President, to extend WCC's retention to
provide financial advisory services to the Company through April 30, 2002. This
agreement has been extended to April 30, 2003. Pursuant to such extension, WCC
receives $1,500 per month in consulting fees.

On December 29, 2000, Mr. Axon, the Company's Chairman purchased from
the Company a New York condominium held by the Company in its OREO inventory
available for sale. The consideration included the issuance by Mr. Axon of a
note to the Company in the amount of $165,000. The note bears interest at a rate
of 8% per annum, is secured by the condominium property, and was due together
with all accrued interest and other charges on January 30, 2001. During 2001,
the parties agreed to extend maturity of the note for an additional two years to
December 31, 2003.

VOTE REQUIRED FOR APPROVAL OF THE ELECTION OF DIRECTORS

The election of each nominee for Director requires a plurality of votes
cast. Accordingly, abstentions and Broker non-votes will not affect the outcome
of the Election. Proxies solicited by the Board of Directors will be voted for
each of the nominees listed above, unless Stockholders specify otherwise.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES LISTED ABOVE.

PROPOSAL 2 - APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS

The firm of Deloitte & Touche, independent certified public auditors,
has audited the Company's financial statements since 1997. The Board of
Directors has appointed D&T as the Company's independent public auditors for the
fiscal year ending December 31, 2002. Although Stockholder approval of such
appointment is not required by law, the Board of Directors believes that it is
advisable to give the Stockholders an opportunity to ratify this appointment. If
the proposal is not approved, the Board of Directors will reconsider its
selection of D&T. It is expected that a representative of D&T will be present at
the Annual Meeting with the opportunity to make a statement if he or she desires
to do so, and will be available to respond to appropriate questions.

AUDIT FEES

Deloitte & Touche has billed the Company the following fees for
professional services rendered in respect of the years ended December 31, 2002
and 2001:

2002 2001
---- ----

Audit Fees........................................... $310,000 $268,000
Audit-Related Fees................................... 0 0
Tax Fees............................................. $ 55,500 $ 45,500
All Other Fees....................................... 0 0

Audit Fees consist of fees for the audit and review of the Company's
financial statements, statutory audits, comfort letters, consents, and
assistance with and review of documents filed with the SEC. Audit-related fees
consist of fees for employee benefit plan audits, accounting advice regarding
specific transactions, internal control reviews, and various attestation
engagements. Tax fees generally represent fees for tax compliance and advisory
services.

POLICY ON PRE-APPROVAL OF RETENTION OF INDEPENDENT AUDITOR

The engagement of Deloitte & Touche for non-audit accounting and tax
services performed for the Company is limited to those instances in which such
services are considered integral to the audit services that it provides or in
which there is another compelling rationale for utilizing its services. Pursuant
to the requirements of the Sarbanes-Oxley Act of 2002, all audit and permitted
non-audited services to be performed by Deloitte & Touche require pre-approval
by the Audit Committee. Such pre-approval may be given by the chairman of the
Audit Committee in certain circumstances, with notice to the full Committee at
its next meeting.

VOTE REQUIRED FOR RATIFICATION OF D&T

Ratification of the appointment of D&T requires the affirmative vote of
a majority of the shares of Common Stock present at the Annual Meeting and
entitled to vote thereon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF D&T.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not
aware of any other matter that is to be presented to Stockholders for formal
action at the Annual Meeting. If, however, any other matter or matters are
properly brought before the Annual Meeting or any adjournment or postponement
thereof, it is the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS

Any Stockholder proposal intended to be presented at the next annual
meeting of Stockholders must be received by the Company at its principal
executive offices, Six Harrison Street, New York, New York 10013, no later than
December 9, 2003 in order to be eligible for inclusion in the Company's proxy
statement and form of proxy to be used in connection with that meeting. Any
proposal submitted but not to be so included shall be considered to be untimely
if not received by the Company at the principal executive office by February 23,
2004.

OTHER INFORMATION

Although it has entered into no formal agreements to do so, the Company
will reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy-soliciting
materials to their principals. The cost of soliciting proxies on behalf of the
Board of Directors will be borne by the Company. Such proxies will be solicited
principally through the mail but, if deemed desirable, may also be solicited
personally or by telephone, telegraph, facsimile transmission or special letter
by Directors, Officers and regular employees of the Company without additional
compensation.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING. THE BOARD URGES YOU TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID
REPLY ENVELOPE. YOUR COOPERATION AS A STOCKHOLDER, REGARDLESS OF THE NUMBER OF
SHARES OF STOCK YOU OWN, WILL REDUCE THE EXPENSES INCIDENT TO A FOLLOW-UP
SOLICITATION OF PROXIES.

IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE TELEPHONE
THE COMPANY AT (212) 925-8745.

Sincerely yours,

THOMAS J. AXON
Chairman

New York, New York
April 7, 2003

EXHIBIT A
FRANKLIN CREDIT MANAGEMENT CORPORATION

ANNUAL MEETING OF STOCKHOLDERS
-------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas J. Axon, Seth Cohen and Joseph Caiazzo,
or if only one is present, then that individual, with full power of
substitution, to vote all shares of Franklin Credit Management Corporation (the
"Company"), which the undersigned is entitled to vote at the Company's Annual
Meeting to be held at the corporate offices of the Company, on Thursday, May 8,
2003, at 10:00 a.m., New York time, and at any adjournment or postponement
thereof, hereby ratifying all that said proxies or their substitutes may do by
virtue hereof, and the undersigned authorizes and instructs said proxies to vote
as follows:

1. Election of Directors. Please complete both of the sections below:

<Table>

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</Table>

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Thomas J. Axon
Seth Cohen
Joseph Caiazzo
Michael Bertash
Frank B. Evans, Jr.
Alan Joseph
Steven W. Lefkowitz
Allan R. Lyons
William F. Sullivan

(Continued and to be dated and signed on the other side.)

(Continued from other side)

3. APPROVAL OF AUDITORS: To ratify and approve the appointment of Deloitte &
Touche as independent public auditors of the Company for the fiscal year
ending December 31, 2002;

[ ] FOR [ ] AGAINST [ ] ABSTAIN

and in their discretion, upon any other matters that may properly come
before the meeting or any adjournments or postponements thereof.

This Proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.

Receipt of the Notice of Annual Meeting and of the Proxy Statement and Annual
Report of the Company accompanying the same is hereby acknowledged.

Dated:---------------------, 2003 ----------------------------------
(Signature of Stockholder)

----------------------------------
(Signature of Stockholder)

Your signature should appear the same as your name appears herein. If signing
as attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. When signing as joint tenants, all parties to the
joint tenancy must sign. When the proxy is given by a corporation, it should be
signed by an authorized Officer.

PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.