EXHIBIT 23.1


             Consent of Independent Registered Public Accounting Firm

We hereby consent to  the  incorporation  by  reference  in the previously filed
Registration Statement (Form S-8, Registration  No. 333-30604),  of  our  report
dated March 18, 2005,   with respect to the consolidated financial statements of
Franklin  Capital  Corporation  included  in  this  Form 10-K for the year ended
December 31, 2004.

/s/ Rothstein, Kass & Company, P.C.
Roseland, New Jersey
March 30, 2005