FRANKLIN CAPITAL CORPORATION
450 Park Avenue, 10th Floor
New York, New York 10022
July 8, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Application for Withdrawal of Registration Statement
on Form N-14 (No. 333-87184)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as
amended, application hereby is made by Franklin Capital Corporation, a Delaware
corporation (the "Company"), to withdraw the Registration Statement on Form N-14
(No. 333-87184) (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission relating to the registration under the
Securities Act of 1933 of up to 4,442,000 shares of the Company's Common Stock,
par value $1.00 per share (the "Common Stock"). None of the Common Stock covered
by the Registration Statement has been sold pursuant to the Registration
Statement.
The Company is making this application for withdrawal
because on July 1, 2002 the Company terminated the Agreement and Plan of Merger
between the Company and Change Technology Partners, Inc. pursuant to which the
Common Stock was to be issued. Accordingly, the Company respectfully requests
the Commission to (i) grant the application of the Company to (i) have the
Registration Statement withdrawn pursuant to Rule 477 under the Securities Act
and (ii) issue an appropriate order to be included in the file for the
Registration Statement to the effect that the Registration Statement has been
"Withdrawn upon the request of the Registrant, the Commission consenting
thereto."
Very truly yours,
FRANKLIN CAPITAL CORPORATION
By: /s/ Stephen L. Brown
-----------------------------------
Name: Stephen L. Brown
Title: Chief Executive Officer and
Chairman of the Board
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