EXHIBIT 32.1


                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                              ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Certification of CEO and CFO

In connection with the Annual Report of FRMO Corporation (the "Company") on Form
10-K for the period  ended  February 29, 2004 as filed with the  Securities  and
Exchange  Commission on the date hereof (the "Report"),  we, Murray Stahl, Chief
Executive Officer and Steven Bregman,  Chief Financial Officer,  of the Company,
certify,  pursuant to Section18 U.S.C.  1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

      (1)   The Report fully complies with the requirements of Section 13(a) and
            15(d) of the Securities Exchange Act of 1934; and
      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Company.


By: /S/ MURRAY STAHL                            May 26, 2004
    ----------------
Murray Stahl
Chairman of the Board and Chief Executive Officer


By: /S/ STEVEN BREGMAN                          May 26, 2004
    ------------------
Steven Bregman
President and Chief Financial Officer


      A signed  original of this written  statement  required by Section 906, or
      other document  authenticating,  acknowledging,  or otherwise adopting the
      signature that appears in typed form within the electronic version of this
      written  statement  required  by Section  906,  has been  provided  to the
      Company  and  will  be  retained  by  the  company  and  furnished  to the
      Securities and Exchange Commission or its staff upon request.

      This  certification  accompanies  this  Report  on Form 10-K  pursuant  to
      Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
      extent  required by such Act, be deemed  filed by the Company for purposes
      of Section 18 of the  Securities  Exchange  Act of 1934,  as amended  (the
      "Exchange Act"). Such  certification will not be deemed to be incorporated
      by reference into any filing under the Securities Act of 1933, as amended,
      or the Exchange  Act,  except to the extent that the Company  specifically
      incorporates it by reference.