UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM N-17f-2

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                                                       OMB APPROVAL
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                                          OMB Number.                3235-0360
                                          Expires:               June 30, 1997
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                                          hours per response:             0.05
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               Certificate of Accounting of Securities and Similar
                          Investments in the Custody of
                         Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

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1. Investment Company Act File Number:         Date examination completed:
   811-5103                                    November 26, 2003
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2. State Identification Number
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   AL          AK          AZ           AR          CA          C0
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   CT          DE          DC           FL          GA          HI
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   ID          IL          IN           IA          KS          KY
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   LA          ME          MD           MA          MI          MN
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   MS          MO          MT           NE          NV          NH
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   NJ          NM          NY           NC          ND          OH
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   OK          OR          PA           RI          SC          SD
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   TN          TX          UT           VT          VA          WA
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   WV          WI          WY           PUERTO RICO
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   Other (specify):
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3. Exact name of investment company as specified in registration statement:
   Franklin Capital Corporation
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4. Address of principal executive office (number, street, city, state, zip
                                     code):
           450 Park Avenue, 20th Floor, New York New York 10022
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INSTRUCTIONS

This Form must be  completed  by  investment  companies  that  have  custody  of
securities or similar investments.

INVESTMENT COMPANY

1. All items must be completed by the investment company.

2. Give this Form to the independent  public  accountant who, in compliance with
Rule 17f-2  under the Act and  applicable  state law,  examines  securities  and
similar investments in the custody of the investment company.

ACCOUNTANT

3. Submit this Form to the  Securities end Exchange  Commission and  appropriate
   state  securities  administrators  when filing the  certificate of accounting
   required  by Rule 17f-2  under the Act and  applicable  state  law.  File the
   original and one copy with the Securities and Exchange Commission's principal
   office in Washington,  D.C., one copy with the regional office for the region
   in  which  the  investment   company's   principal  business  operations  are
   conducted,  and one  copy  with the  appropriate  state  administrator(s)  if
   applicable.

         THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT



                                                                 SEC 2198 (8-95)


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                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Franklin Capital Corporation

We have examined  management's  assertion,  about Franklin Capital Corporation's
(the "Company)  compliance  with the  requirements of subsections (b) and (c) of
Rule 17f-2 of the Investment  Company Act of 1940 ("the Act") as of November 26,
2003,  with  respect to  securities  and similar  investments  reflected  in the
investment  account of the  Company,  included  in the  accompanying  Management
Statement Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940.  Management is responsible for the Company's  compliance with those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion about the company's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public  Accountants and  accordingly,  included
examining,  on a test basis,  evidence about the Company's compliance with those
requirements and performing such other procedures as we considered  necessary in
the  circumstances.  Included  among our  procedures  were the  following  tests
performed as of November 26, 2003, and with respect to agreement of security and
similar  investments  purchases and sales,  for the period from October 24, 2003
(the date of the last examination) through November 26, 2003;

Count and inspection of all securities  and similar  investments  located in the
vault of The Bank of New York in New York, without prior notice to management;

Confirmations of all securities and similar  investments held by institutions in
book  entry form  (i.e.,  First New York  Securities  and  Credit  Suisse  First
Boston);

Reconciliation  of  confirmation  results as to all such  securities and similar
investments to the books and records of the company and The Bank of New York;

Confirmation  of all  repurchase  agreements,  if any,  with  brokers/banks  any
agreement of underlying collateral with The Bank of New York's records;

Agreement  of  investment  purchases  and  sales or  maturities  since  our last
examination from the books and records of the Company to broker confirmations.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal  determination on the Company's  compliance
with the  requirements of the Act. In our opinion,  management's  assertion that
Franklin Capital Corporation  maintained  effective internal control,  including
the appropriate  segregation of  responsibilities  and duties, over the transfer
agent and  registrar  functions,  and that no material  inadequacies  existed as
defined  by the  requirements  of  subsections  (b) and (c) of Rule l7f-2 of the
Investment  Company Act of 1940, as of November 26, 2003, is fairly  stated,  in
all material respects,  based on the criteria established by the requirements of
subsections (b) and (c) of Rule 17f-2 of the Investment Company Act of 1940,

                   A Member Practice of Ernst & Young Global



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This report is intended solely for the information and use of management and the
Board of  Directors  of Franklin  Capital  Corporation  and the  Securities  and
Exchange  Commission  and is not intended to be and should not be used by anyone
other than these specified parties.



                                               /s/ Ernst & Young LLP