EXHIBIT 99.2

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

     I, Hiram M. Lazar, as Chief Financial Officer of Franklin Capital
Corporation (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted
by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

     (1) the accompanying Form 10-K report for the period ending December 31,
2002 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
Company.



Dated:  March 31, 2003           /s/ Hiram M. Lazar
                                 -----------------------------------
                                 Hiram M. Lazar
                                 Chief Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided  to  Franklin  Capital  Corporation  and will be  retained  by Franklin
Capital  Corporation and furnished to the Securities and Exchange  Commission or
its staff upon request.