EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-30604)  pertaining  to the  Non-Statutory  Stock  Option  Plan  for
Directors and the Stock  Incentive Plan of the Franklin  Holding  Corporation of
our report dated March 5, 2004,  with respect to the  financial  statements  and
financial  highlights  of Franklin  Capital  Corporation  (formerly The Franklin
Holding  Corporation)  in the  Annual  Report  (Form  10-K)  for the year  ended
December 31, 2004.

/s/ERNST & YOUNG LLP
New York, New York
March 30, 2005