8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


Current  Report on Form 8-K  Pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

Date of Report:   March 17, 1998                   Commission File:  0-9416



                     FRANKLIN CONSOLIDATED MINING, CO., INC.
             (Exact Name of Registrant as specified in its charter)


         Delaware                                        13-2879202
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)


                   76 Beaver Street, New York, New York 10005
                    (Address of Principal Executive Offices)


Registrants Telephone Number
Including area code:              (212) 344-2828





Item 4. Changes in Registrants Certifying Accountant.

     On February 23, 1998, the Company notified J.H. Cohn, LLP ("J.H.  Cohn") of
its decision to dismiss the firm as its  independent  auditors.  The decision to
dismiss J.H. Cohn was approved by the Board of Directors of the Company.

Item 5. - Other Events

     Resignation of Vice-President  of Finance:  On February 20, 1998, Robert J.
Levin resigned his position as Vice President of Finance effective on that date.
The Board of Directors of the Company accepted the resignation.

Item 7. Financial Statements and Exhibits

     Financial Statements

          None

     Exhibits

          Press Release dated February 20, 1998


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          FRANKLIN CONSOLIDATED MINING CO., INC.




Dated: March 17, 1998                       /s/ J. TERRY ANDERSON, PRESIDENT
                                            ------------------------------------
                                                J. Terry Anderson, President

EX-99

N.Y. 212-344-2828                                               FAX 212-344-4537

                     FRANKLIN CONSOLIDATED MINING CO., INC.
                           76 Beaver Street - Ste. 500
                          New York, New York 10005-3402


FOR IMMEDIATE RELEASE

     New York, New York/Idaho  Springs,  Colorado - February 20, 1998 - FRANKLIN
CONSOLIDATED  MINING CO., INC. (NASDAQ symbol FKCM) announced today that it will
be adding two new members to its Board of Directors, both of whom have extensive
experience in the Idaho Springs mining district of the State of Colorado,  where
the  Franklin  Mine and Mill are  located.  George E. Otten,  Jr., was the first
president  of Franklin  Consolidated  Mining  Company  from 1976  through  1985.
Currently  Mr. Otten is the  president of Hunter Gold Mining,  Inc.,  in Central
City, Colorado. Steven R. Schurman, a senior exploration geologist, is president
of  MinSearch,  Inc.,  located  in  Denver,  Colorado.  Mr.  Schurman's  company
specializes in mineral  project  evaluation,  exploration,  project  permitting,
mapping  and drill  testing.  Further,  the  Company  will  solicit  stockholder
approval to amend its Certificate of  Incorporation to increase the market price
per share.  The  proposed  Charter  Amendment is designed to comply with the new
NASDAQ  requirement  that all  currently  listed  issues must have a minimum bid
price of $1.00 per share to  assure  continued  listing  on  NASDAQ's  Small Cap
Market.  The Charter  Amendment  will effect a reverse split of the  outstanding
shares of the Company's common stock on a 1 to 15 basis.

Franklin,  U.S. Mining,  Inc., and other companies owned by William C. Martucci,
New Jersey businessman,  are diligently continuing their discussions  concerning
future combined operations.

CONTACT: J. Terry Anderson, Pres. (320) - 693-2477

*  Statements  in this  press  release,  other  than  statements  of  historical
information,  are  forward-looking  statements within the meaning of the Private
Securities   Litigation  Reform  Act  of  1995.  Investors  are  cautioned  that
forward-looking  statements are inherently  uncertain.  Actual  performance  and
results may differ  materially  from that  projected or suggested due to certain
risks and uncertainties  including,  without  limitation,  risks associated with
mining and milling operations,  the availability of debt and equity capital on a
reasonable terms and the effects of government regulations and operations risks.
Additional  information  concerning  certain risks and uncertainties  that could
cause actual,  results to differ  materially from that projected or suggested is
contained in the Company's  filings with the Securities and Exchange  Commission
(SEC) over the past 12 months, copies of which are available from the SEC or may
be obtained  upon  request  from the  Company.  The  forward-looking  statements
contained  herein  represent  the  Company's  judgement  as of the  date of this
release,  and the Company  cautions  readers not to place undue reliance on such
statements.

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