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 Quarterly Report of FRMO Corporation (the "Company") on
Form 10-Q for the period ended May 31, 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                                          July 12, 2004
   -------------------------
Murray Stahl
Chairman of the Board and Chief Executive Officer

By:      /S/ STEVEN BREGMAN                                   July 12, 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-Q 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.