SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

                      Annual Report Pursuant to Section 13
                 or 15(d) of the Securities Exchange Act of 1934
(Mark One)
     X    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
    ---   Exchange Act of 1934

       For the Quarterly period ended June 30, 1999
                                      -------------

                                       or

          Transition report pursuant to Section 13 or 15(d) of the Securities
    ---   and Exchange Act of 1934

       For the transition period from ________________ to ___________________.

Commission File No. 1-9727
                    ------

                          Franklin Capital Corporation
               (Exact name of registrant specified in its charter)

         Delaware                                        13-3419202
---------------------------                 ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)

450 Park Avenue, 10th Floor, New York, New York                    10022
-----------------------------------------------               ------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code    (212) 486-2323
                                                  ---------------------------

           Securities registered pursuant to Section 12(b) of the Act:
                                                  None
           Securities registered pursuant to Section 12(g) of the Act:
                                         Common Stock, $1.00 par value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Corporation was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No ___

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of July 30, 1999 was $3,088,929 based on the last sale price as
quoted by The American Stock Exchange on such date (officers, directors and 5%
stockholders are considered affiliates for the purposes of this calculation).

The  number  of  shares  of common  stock  outstanding  as of July 30,  1999 was
749,632.

                                       1
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  Prospectus  of  the  Registrant  dated  July  31,  1992  (the
"Prospectus") are incorporated by reference in Part I, and Part II hereof.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

     Item 1.   Financial Statements
               Balance Sheets
               Statements of Operations
               Statements of Cash Flows
               Statements of Changes in Net Assets
               Portfolio of Investments
               Notes to Financial Statements

     Item 2.   Management's Discussion and Analysis of Financial Condition and
                    Results of Operations
               Statement of Operations
               Financial Condition
               Investments
               Results of Operations
               Liquidity and Capital Resources
               Risks

     Item 3.   Quantitative and Qualitative Disclosures about Market Risk

PART II. OTHER INFORMATION

      Item 1.   Legal Proceedings
      Item 2.   Changes in Securities and Use of Proceeds
      Item 3.   Defaults Upon Senior Securities
      Item 4.   Submission of Matters to a Vote of Security Holders
      Item 5.   Other Information
      Item 6.   Exhibits and Reports on Form 8-K

      Signature
      Exhibit Index

                      CAUTIONARY STATEMENT FOR PURPOSES OF
                         THE "SAFE HARBOR" PROVISIONS OF
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

WHEN  USED  IN THIS  QUARTERLY  REPORT  ON  FORM  10-Q,  THE  WORDS  "BELIEVES,"
"ANTICIPATES","EXPECTS"   AND  SIMILAR  EXPRESSIONS  ARE  INTENDED  TO  IDENTIFY
FORWARD-LOOKING  STATEMENTS.  STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS  QUARTERLY  REPORT ON FORM 10-Q PURSUANT TO THE "SAFE HARBOR"  PROVISION OF
THE  PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF 1995.  SUCH  STATEMENTS  ARE
SUBJECT TO CERTAIN RISKS AND  UNCERTAINTIES  WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER  MATERIALLY,  INCLUDING,  BUT NOT  LIMITED  TO,  THOSE  SET  FORTH IN THE
CORPORATION'S  REGISTRATION  STATEMENT  ON FORM N-2 (FILE NO.  811-5103)  AND IN
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS."  READERS  ARE  CAUTIONED  NOT  TO  PLACE  UNDO  RELIANCE  ON  THESE
FORWARD-LOOKING  STATEMENTS,  WHICH  SPEAK  ONLY  AS OF  THE  DATE  HEREOF.  THE
CORPORATION  UNDERTAKES NO OBLIGATION TO PUBLICLY  REVISE THESE  FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING AFTER THE DATE HEREOF OR
TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

     The information furnished in the accompanying financial statements reflects
all  adjustments  that are, in the opinion of  management,  necessary for a fair
presentation of the results for the interim period presented.


                                       3
<PAGE>
<TABLE>





                                    FRANKLIN CAPITAL CORPORATION
==================================================================================================================
<CAPTION>

Balance Sheets

------------------------------------------------------------------------------------------------------------------
                                                                              June 30,            December 31,
                                                                                1999                  1998
                                                                            (unaudited)
------------------------------------------------------------------------------------------------------------------

ASSETS

<S>                                                                             <C>                    <C>
Marketable investment securities, at market value (cost: June 30,
    1999 - $222,485; December 31, 1998 - $412,048) (Note 2)                        $654,392              $699,704
Investments, at fair value (cost: June 30,1999 - $3,266,899;
    December 31, 1998 - $3,063,181)  (Note 2)
         eCom Captial Corp (Note 6)                                                 397,500                     -
         Other investments                                                        4,586,238             4,425,602
                                                                                 ----------            ----------

                                                                                  4,983,738             4,425,602
                                                                                 ----------            ----------

Cash and cash equivalents                                                           796,609             1,100,373
Accrued interest and accounts receivable                                             77,222               179,179
Other assets                                                                        158,712               143,838
                                                                                 ----------            ----------

TOTAL ASSETS                                                                     $6,670,673            $6,548,696
                                                                                 ==========            ==========


------------------------------------------------------------------------------------------------------------------

LIABILITIES AND NET ASSETS

LIABILITIES

Accounts payable and accrued liabilities                                           $159,729              $233,143

TOTAL LIABILITIES                                                                   159,729               233,143
                                                                                 ----------            ----------

Commitments and contingencies (Note 5)

NET ASSETS

Common stock, $1 par value: 2,000,000 shares authorized;
    1,003,986 shares issued: 749,632 and 750,686 shares outstanding
    at June 30,1999 and December 31, 1998, respectively (Note 7)                  1,003,986             1,003,986
Paid-in capital                                                                   9,001,370             8,997,877
Unrealized appreciation of investments,
    net of deferred income taxes (Notes 2 and 3)                                  2,148,746             1,650,077
Accumulated deficit                                                              (3,537,771)           (3,169,229)
                                                                                 ----------            ----------

                                                                                  8,616,331             8,482,711
Deduct: 254,354 and 253,300 shares of common stock held in treasury,
    at cost, at June 30, 1999 and December 31, 1998, respectively (Note 4)       (2,105,387)           (2,167,158)
                                                                                 ----------            ----------

Net assets, equivalent to $8.69 per share at June 30, 1999
      and $8.41 per share at December 31, 1998                                    6,510,944             6,315,553
                                                                                  ---------             ---------

TOTAL LIABILITIES AND NET ASSETS                                                 $6,670,673            $6,548,696
                                                                                 ==========            ==========

------------------------------------------------------------------------------------------------------------------

                           The accompanying notes are an integral part of these financial statements

</TABLE>


                                       4
<PAGE>
<TABLE>

                          FRANKLIN CAPITAL CORPORATION
==========================================================================================================
<CAPTION>

 Statements of Operations
(unaudited)
----------------------------------------------------------------------------------------------------------
                                                             Three Months Ended        Six Months Ended
                                                                   June 30                 June 30
                                                              1999        1998         1999        1998
----------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S>                                                          <C>        <C>         <C>        <C>
    Income from controlled affiliates (Note 6)                    $0    $102,636          $0    $205,394
    Dividend income                                           10,500           -      21,000      76,915
    Interest income                                            8,942       3,689      17,522       4,851
                                                             -------     -------    --------    --------
                                                              19,442     106,325      38,522     287,160
                                                             -------     -------    --------    --------


EXPENSES
    Salaries and employee benefits  (Note 7)                 194,320     206,755     390,380     421,484
    Professional fees                                         44,689      74,913      99,189      95,737
    Appraisal fees                                                 -       3,087      10,000       3,087
    Employment fees                                                -      12,500           -      12,500
    Rent (Note 5)                                             19,879      23,342      39,748      51,815
    Insurance                                                 10,247      10,400      20,353      21,131
    Directors' fees                                           12,000      14,789      24,000      26,039
    Taxes other than income taxes                              7,382      16,431      23,280      34,764
    Newswire and promotion                                     2,498       1,427       4,998       4,402
    Depreciation and amortization                              5,601       9,576      11,201      19,151
    General and administrative                                44,147      54,944      82,054     105,152
                                                             -------     -------    --------    --------

                                                             340,761     428,164     705,203     795,262
                                                             -------     -------    --------    --------

Net investment loss from operations                         (321,319)   (321,839)   (666,681)   (508,102)

Net realized gain on portfolio of investments                185,224      32,395     305,927     322,958

(Provision) benefit for current income taxes (Note 3)         (7,788)     (2,400)     (7,788)     (4,800)
                                                             -------     -------    --------    --------

Net realized loss                                           (143,883)   (291,844)   (368,542)   (189,944)

Increase (decrease) in unrealized
    appreciation of investments,
    net of deferred income taxes                            (321,321)    220,698     498,669     (96,140)
                                                             -------     -------    --------    --------

Net increase (decrease) in net assets  from operations     ($465,204)   ($71,146)   $130,127   ($286,084)
                                                           =========    ========    ========   =========

Net increase (decrease) in net assets per common share        ($0.61)     ($0.09)      $0.17      ($0.36)
                                                           =========    ========    ========   =========

Weighted average number of common shares outstanding         758,510     801,198     759,695     801,198
                                                           =========    ========    ========   =========


   The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       5
<PAGE>
<TABLE>


                                     FRANKLIN CAPITAL CORPORATION
==========================================================================================================

<CAPTION>

Statements of Cash Flows
(unaudited)
----------------------------------------------------------------------------------------------------------

For the Six Months Ended June 30,                                                  1999            1998
----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>
Cash flows from operating activities:
  Net increase (decrease) in net assets from operations                         $ 130,127       ($286,084)
  Adjustments to reconcile net increase (decrease) in net assets to net
    cash used in operating activities:
      Depreciation and amortization                                                11,201          19,151
      (Increase) decrease in unrealized appreciation of investments              (498,669)         96,140
      Amortization of discount on note receivable from Avery                            -        (101,176)
      Net realized gain on portfolio of investments                              (305,927)       (322,958)

      Changes in operating assets and liabilities:
        Decrease in accrued interest and accounts receivable                      101,957         151,600
        (Increase) in other assets                                                (26,075)        (34,687)
        (Decrease) in accounts payable and accrued liabilities                    (73,414)       (140,488)
                                                                                  -------        --------

          Total adjustments                                                      (790,927)       (332,418)
                                                                                  -------        --------

          Net cash used in operating activities                                  (660,800)       (618,502)
                                                                                  -------        --------

Cash flows from investing activities:
  Return of capital from investments                                                    -         336,180
  Investment in controlled affiliate                                             (222,500)              -
  Additional investment in portfolio securities                                   (20,900)              -
  Proceeds from sale of marketable investment securities, net of expenses       1,523,997          71,159
  Purchases of marketable investment securities                                  (813,824)        (79,328)
                                                                                ---------         --------

          Net provided by investing activities                                    466,773         328,011
                                                                                ---------         --------

Cash flows from financing activities:
  Purchase of treasury stock                                                     (109,737)             -
                                                                                ---------         --------

          Net cash used in financing activities                                  (109,737)             -
                                                                                ---------         --------

Net (decrease) in cash and cash equivalents                                      (303,764)       (290,491)

Cash and cash equivalents at beginning of period                                1,100,373         348,900
                                                                                ---------         --------

Cash and cash equivalents at end of period                                      $ 796,609         $58,409
                                                                                =========         =======


----------------------------------------------------------------------------------------------------------

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       6
<PAGE>
<TABLE>

=======================================================================================================================
                                                   FRANKLIN CAPITAL CORPORATION
=============================================================================================================================

Statements of Changes in Net Assets
(unaudited)
-----------------------------------------------------------------------------------------------------------------------------

                                                                        Three Months Ended             Six Months Ended
                                                                             June 30                        June 30
For the Six Months Ended June 30,                                      1999           1998            1999           1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>            <C>             <C>

Increase (decrease) in net assets from operations:
   Net investment loss                                                 ($321,319)      ($321,839)     ($666,681)     ($508,102)
   Net realized gain on portfolio of investments,
       net of income taxes                                               177,436          29,995        298,139        318,158
   Increase (decrease) in unrealized appreciation of investments,
       net of deferred income taxes                                     (321,321)        220,698        498,669        (96,140)
                                                                        --------         -------        -------        -------

       Net increase (decrease) in net assets from operations            (465,204)        (71,146)       130,127       (286,084)
                                                                        --------        --------        -------        -------

Capital stock transactions:
   Issuance of stock from treasury                                             -               -        171,508             -
   Additional paid in capital due to issuance of stock from treasury           -               -          3,493             -
   Purchase of treasury stock                                            (56,346)              -       (109,737)            -
                                                                        --------        --------        -------        -------


       Total increase (decrease) in net assets                          (521,551)        (71,146)       195,391       (286,084)
                                                                        --------        --------        -------        -------


Net assets at beginning of period                                      7,032,494       7,128,194      6,315,553      7,343,132
                                                                       ---------       ---------     ----------      ---------


Net assets at end of period                                           $6,510,944      $7,057,048     $6,510,944     $7,057,048
                                                                      ==========      ==========     ==========     ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
<TABLE>
<CAPTION>

                                                    FRANKLIN CAPITAL CORPORATION
====================================================================================================================================
Portfolio of Investments
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------
Marketable Investment Securities
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                                                             Shares or                       Market
                                                                                             Principal                       Value
June 30, 1999                                                                                Amount ($)          Cost      (Note 2)
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>             <C>           <C>
Communication Intelligence Corp. - common stock.........................................       425,000         $179,031     $610,938
Certificate of Deposit - 4.65%, due 11/04/99............................................                         43,454       43,454
                                                                                                               --------     --------
     Total Marketable Investment Securities (11.6% of total investments and 10.1%
       of net assets)...................................................................                       $222,485     $654,392
                                                                                                               ========     ========
------------------------------------------------------------------------------------------------------------------------------------
Investments, at Fair Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          Directors'
                                                                                                     Equity               Valuation
June 30, 1999                                                                    Investment         Interest     Cost      (Note 2)
------------------------------------------------------------------------------------------------------------------------------------

Controlled Affiliates

  eCom Capital Corp (7.1% of total investments and 6.1% of net assets)....       Common stock         100%       $397,500   $397,500


Other Investments

  Avery Communications Inc................................................       Common stock                  $1,481,482
   (Telecommunications)

  Avery Communications Inc................................................       Convertible
                                                                                  preferred
   (Telecommunications)                                                           stock -
                                                                                  Series E;
                                                                                12.0% dividend
                                                                                     rate                         350,000
                                                                                                               ----------
Total Avery Communications................................................                          12.90%      1,831,482  3,380,013
                                                                                               (fully diluted
                                                                                                    basis)

  Seneca Limited Partnership..............................................         Limited           0.80%        500,000    628,963
                                                                                 partnership
   (Investment limited partnership)                                                interest

  Codman Research Inc.....................................................       Commonstock         1.38%        400,031    254,488
   (Healthcare information systems)

  CIC Standby Ventures, L.P. .............................................         Limited
                                                                                 partnership         1.80%         66,987    191,355
   (Computer handwriting systems)                                                  interest

  GoAmerica Corp..........................................................       Common stock        0.50%         70,900    131,419
   (Internet software)
                                                                                                              ----------- ----------
Total Other Investments (81.3% of total investments and 70.4% of net assets)                                    2,869,400  4,586,238
                                                                                                              ----------- ----------
     Total Investments.....................................................                                    $3,266,900 $4,983,738
                                                                                                              =========== ==========
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       8
<PAGE>

Franklin Capital Corporation
Notes to Financial Statements
June 30, 1999

1. ORGANIZATION

Franklin  Capital   Corporation   (formerly  The  Franklin  Holding  Corporation
(Delaware))  ("Franklin",  or  the  "Corporation")  is  a  Delaware  corporation
registered  as a  Business  Development  Company  ("BDC")  under the  Investment
Company  Act of 1940 (the  "Act").  A BDC is a  specialized  type of  investment
company  under the Act.  A BDC must be  primarily  engaged  in the  business  of
furnishing capital and managerial  expertise to companies that do not have ready
access to capital through  conventional  financial channels.  Such companies are
termed "eligible portfolio companies". The Corporation,  as a BDC, may invest in
the securities of public companies and other investments that are not qualifying
assets of eligible portfolio companies;  however such investments may not exceed
30% of the Corporation's total asset value at the time of any such investment.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Corporation,  as a closed-end  investment  company registered under the Act,
does not consolidate its non-investment company subsidiaries.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Statements of Cash Flows

For purposes of the  Statements of Cash Flows,  Franklin  considers  only highly
liquid  investments  with  maturities  of 90 days or less at the  date of  their
acquisition to be cash equivalents.

The Corporation  paid no interest during the six months ended June 30, 1999, and
1998 and paid no income taxes  during the six months  ended June 30,  1999,  and
1998, respectively.

On January 25,  1999 the  Corporation  issued  20,046  shares of treasury  stock
valued at $175,000,  the Net Asset Value ("NAV") on the date of the transaction,
as part of an investment in a controlled  affiliate.  (See Note 6 - Transactions
with Controlled Affiliates.)

At June 30, 1999 the  Corporation  held cash and cash  equivalents  primarily in
money market funds at two commercial banking institutions.

Valuation of Investments

Security  investments which are publicly traded on a national exchange or NASDAQ
are stated at the last reported  sales price on the day of  valuation,  or if no
sale was  reported  on that  date,  then the  securities  are stated at the last
quoted bid price.  The Board of Directors of Franklin (the "Board of Directors")
may  determine,  if  appropriate,  to  discount  the  value  where  there  is an
impediment to the  marketability of the securities  held.



                                       9
<PAGE>

Franklin Capital Corporation
Notes to Financial Statements (continued)

Investments for which there is no ready market are initially valued at cost and,
thereafter,  at fair value  based upon the  financial  condition  and  operating
results of the issuer and other pertinent  factors as determined by the Board of
Directors.  The  financial  condition  and  operating  results have been derived
utilizing both audited and unaudited  data. In the absence of a ready market for
an investment,  numerous assumptions are inherent in the valuation process. Some
or all of  these  assumptions  may not  materialize.  Unanticipated  events  and
circumstances  may occur  subsequent to the date of the valuation and values may
change due to future events.  Therefore,  the actual amounts eventually realized
from each investment may vary from the valuations  shown and the differences may
be material.  Franklin  reports the unrealized  gain or loss resulting from such
valuation in the Statements of Operations.

Gains on Portfolio of Investments

Amounts  reported as realized gains are measured by the  difference  between the
proceeds of sale or exchange and the cost basis of the investment without regard
to unrealized gains reported in the prior periods. Gains are considered realized
when sales or dissolution of investments are consummated.

Income Taxes

Franklin  does not  qualify as a  Regulated  Investment  Company  for income tax
purposes. Therefore, the Corporation is taxed as a regular corporation.

Franklin  has adopted  Statement  of  Financial  Accounting  Standards  No. 109,
"Accounting  for Income  Taxes"  ("SFAS  109").  The  significant  components of
deferred tax assets and liabilities are principally related to the Corporation's
net operating loss carryforward and its unrealized appreciation of investments.

Depreciation and Amortization

Depreciation  is  recorded  using the  straight-line  method at rates based upon
estimated  useful lives for the respective  assets.  Leasehold  Improvements are
included  in other  assets  and are  amortized  over their  useful  lives or the
remaining life of the lease, whichever is shorter.

Net Increase (Decrease) in Net Assets Per Common Share

Net  increase  (decrease)  in net  assets  per  common  share is based  upon the
weighted  average number of shares of common stock  outstanding.  See Note 7 for
discussion of Stock Option Plans.

3.  INCOME TAXES

At December 31, 1998,  Franklin had a net operating loss carryforward for income
tax purposes of approximately $3,315,000 that will begin to expire in 2011. At a
43%  effective  tax rate the  after-tax  net  benefit  from this  loss  would be
approximately $1,425,000.

For the six months ended June 30, 1999,  and 1998,  Franklin's  tax  (provision)
benefit was based on the following:




                                       10
<PAGE>




Franklin Capital Corporation
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>

                                                                            1999           1998
                                                                        -----------     ---------

Net investment loss from operations.............................        $ (666,681)     $ (186,263)
Net realized gain on portfolio of investments...................           305,927         290,563
Increase (decrease) in unrealized appreciation..................           498,669        (316,838)
                                                                           -------      -----------
 Pre-tax book income (loss) ...................................         $  137,915      $ (212,538)
                                                                        ==========      ===========


                                                                            1999           1998
                                                                        -----------     ---------

Tax (provision) benefit at 34% on $137,915 and
  $(212,538) respectively.......................................        $  (47,000)       $ 72,263
State and local, net of Federal benefit.........................              --            (2,400)
Income applied against net operating loss carryforward..........            47,000            -
Prior year under accrual of Federal taxes.......................           ( 7,788)           -
Book losses for which no benefit is provided....................               -           (72,263)
                                                                           -------      -----------
Adjustment to deferred taxes provided in prior periods..........        $  ( 7,788)       $ (2,400)
                                                                        ==========      ===========

The components of the tax benefit (provision) are as follows:


                                                                            1999           1998
                                                                        ----------      -----------

Prior year under accrual of Federal taxes......................         $  ( 7,788)           -
Current state and local tax
  provision....................................................         $      -          $ (2,400)
                                                                           -------      -----------


(Provision) benefit for income taxes............................        $  ( 7,788)       $ (2,400)
                                                                        ==========      ===========

------------------------------------------------------------------------------------------------------------

Deferred  income tax  benefit  (provision)  reflects  the  impact of  "temporary
differences"  between amounts of assets and liabilities for financial  reporting
purposes and such amounts as measured by tax laws.

At June 30, 1999 and  December  31,  1998,  significant  deferred tax assets and
liabilities consist of:
------------------------------------------------------------------------------------------------------------


                                                                             Asset (Liability)
                                                                         --------------------------

                                                                          June 30,      December 31,
                                                                            1999            1998
                                                                          --------      ------------

Deferred Federal and state benefit from net operating
  loss carryforward.............................................        $ 1,378,000      $1,425,000
Deferred Federal and state provision on unrealized
  appreciation of investments...................................           (924,000)       (710,000)
Valuation allowance.............................................           (454,000)       (715,000)
                                                                        -----------      ----------
  Deferred taxes................................................        $   -            $   -
                                                                        ===========      ==========
</TABLE>



                                       11
<PAGE>


Franklin Capital Corporation
Notes to Financial Statements (continued)


At June 30, 1999,  the  realization  of deferred  tax assets is  dependent  upon
future appreciation of the Corporation's investments.

4.  STOCKHOLDERS' EQUITY

The  Accumulated  Deficit at June 30, 1999 consists of accumulated  net realized
gains of $3,161,000 and accumulated investment losses of $6,699,000.

The Board of Directors has authorized  Franklin to repurchase up to an aggregate
of 350,000  shares of its common stock in open market  purchases on the American
Stock  Exchange when such purchases are deemed to be in the best interest of the
Corporation  and its  stockholders.  As of December 31, 1998 the Corporation had
purchased  263,300  shares of its  common  stock of which  253,300  remained  in
treasury.  During the six months ended June 30, 1999, the Corporation  purchased
21,100 shares of its common stock at a total cost of $109,737.  The  Corporation
issued 20,046 shares of stock from  treasury  pursuant to an investment  made by
Franklin  on  January  25,  1999.  (See Note 6 -  Transactions  with  Controlled
Affiliates) To date, Franklin has repurchased 284,400 shares of its common stock
of which 254,354 shares remain in treasury at June 30, 1999.

5.  COMMITMENTS AND CONTINGENCIES

Franklin is  obligated  under an  operating  lease,  which  provides  for annual
minimum rental payments as follows:
--------------------------------------------------------------------------------

December 31,
1999............................................................. $149,600
2000.............................................................  149,600
2001.............................................................  149,600
2002.............................................................  149,600
2003.............................................................  149,600
                                                                  --------
                                                                  $748,000
                                                                  ========
--------------------------------------------------------------------------------

Rent expense for the six months  ended June 30,  1999,  and 1998 was $39,748 and
$51,815,  respectively.  For the six months  ended June 30,  1999 and 1998,  the
Corporation  collected  rents  of  $31,220  and  $20,292,   respectively,   from
subtenants  for a portion of its  existing  office space which is reflected as a
reduction  in rent  expense  for  that  period.  Of the  amount  collected  from
subtenants during the six months ended June 30, 1999,  $12,000 was received from
a partnership in which two officers of Franklin have a non-controlling interest.

6. TRANSACTIONS WITH CONTROLLED AFFILIATES

In January 1999,  Franklin formed eCom Capital  Corporation  ("eCom"),  a wholly
owned subsidiary of Franklin,  for the purposes of investing in internet related
ventures.  On  January  25,  1999,  eCom  invested  a  total  of  $387,500  into
eMattress.com  Inc.  ("eMattress"),  consisting  of  $175,000  worth of Franklin
common stock (20,046 shares from treasury stock valued at the Net Asset Value on
the  date of the  transaction)  and


                                       12
<PAGE>


Franklin Capital Corporation
Notes to Financial Statements (continued)


$212,500 in cash for 320,000 shares of Preferred Stock which is convertible into
a 50% equity  interest in  eMattress.  eMattress is a retail  internet  mattress
company that was founded in 1998.  eMattress  can be found on the World Wide Web
at the domain address  www.emattress.com.  eMattress became  operational and its
website  went online in March 1999.  Two  officers of Franklin  were  elected to
serve on the five member eMattress Board of Directors.

In August  1995,  Franklin  made an  initial  investment  of  $350,000  in Avery
Communications  Inc.  ("Avery"),  a holding  company  in the  telecommunications
industry.  This investment  consisted of a one year 12% note with warrants and a
conversion option. On June 30, 1996, Franklin exercised its warrants to purchase
158,333  shares of Avery common  stock at $0.10 per share and in November  1996,
the note was converted to 350,000 shares of Series B preferred  stock which earn
dividends of 12% per annum  payable  quarterly  and are  convertible  to 350,000
shares of common stock.  An additional  28,506 shares of common stock at a price
of $1.00  per share  were  issued to  Franklin  at that time in lieu of  accrued
interest on the note.

On May 30, 1997, Franklin made an additional  investment of $2,500,000 in Avery.
This  investment  partially  consisted of a  $1,000,000  note with a maturity of
three years that earns interest at the rate of 10.0% per annum. The first year's
interest  payment  of  $100,000  was made at the time  the  loan  was  made.  As
additional  consideration  for this note, the Corporation  received  warrants to
purchase 666,667 shares of Avery common stock at $1.50 per share. These warrants
expire in five years from the date of issuance. The remainder of the investment,
$1,500,000,  purchased 7.5 equity units in Avery.  Each unit consists of 133,333
shares of common stock of Avery and 200,000  shares of preferred  Series D stock
which are convertible to 100,000 shares of common stock. The shares of preferred
Series D stock earn a dividend of 10.0% per annum payable quarterly.  The Series
B preferred  shares  previously  owned by Franklin  were  converted  to Series E
preferred stock with the same terms. This  transaction,  in conjunction with the
investment  in common and  preferred  stock of Avery that the  Corporation  held
previously,  resulted in Franklin owning in excess of 25% of Avery's outstanding
voting stock on a primary basis.  Additionally,  three officers of Franklin were
appointed  to  Avery's  six  person  Board of  Directors  and the  Corporation's
Chairman  and Chief  Executive  Officer was  appointed  as the Vice  Chairman of
Avery's Board of Directors.

On July 6, 1998,  Franklin sold the 1,500,000 shares of Avery preferred Series D
stock and the  $1,000,000  Avery note along with  280,000  warrants  to purchase
Avery common stock for a total of  $2,500,000  to the Thurston  Group,  Inc. The
president  of the  Thurston  Group is the current  chairman  of Avery.  Franklin
realized a net gain of $935,297 as a result of this sale.  In  conjunction  with
this  transaction,  Franklin's  representation on Avery's Board of Directors was
reduced from three directors to two.

On July 13, 1998,  Franklin  entered into a cashless  exercise of its  remaining
warrants to purchase  386,667  shares of Avery  common  stock at $1.50 per share
realizing a net gain of $372,911 and a decrease in unrealized  appreciation of a
like amount. In return, Franklin received 196,503 shares of Avery common stock.

As a result of the July 6 transaction, Avery is no longer a controlled affiliate
of Franklin.  At June 30, 1999, Franklin owned 12.9% of Avery on a fully diluted
basis.



                                       13
<PAGE>


Franklin Capital Corporation
Notes to Financial Statements (continued)

7. EMPLOYEE BENEFIT PLANS

On September 9, 1997, Franklin's stockholders approved two Stock Option Plans: a
Stock  Incentive  Plan ("SIP") to be offered to the  Corporation's  consultants,
officers and employees (including any officer or employee who is also a director
of the Corporation) and a Non-Statutory  Stock Option Plan ("SOP") to be offered
to the  Corporation's  "outside " directors,  i.e.,  those directors who are not
also  officers or  employees  of Franklin.  75,000  shares of the  Corporation's
Common Stock have been reserved for issuance under these plans,  of which 45,000
shares have been  reserved for the SIP and 30,000  shares have been reserved for
the SOP.  Shares  subject to options that  terminate or expire prior to exercise
will be available for future grants under the Plans.

The SIP is administered by the Corporation's  Board of Directors.  The Board has
the authority, among other rights, to select the participants to whom awards may
be granted,  determine  the types of awards to be  granted,  and  determine  the
vesting terms and other  conditions of an award to an SIP  participant.  The SIP
permits the  Committee to grant  participants  options to purchase  Common Stock
(including  incentive  stock  options  within the  meaning of Section 422 of the
Internal Revenue Code ("ISOs") or "non-statutory  stock options"  ("non-ISOs")),
stock appreciation rights, restricted stock and tax offset bonuses.

The SOP is also  administered  by the Board of  Directors.  Only non-ISOs can be
granted under the SOP. Because the issuance of options to "outside" directors is
not permitted under the Act without an exemptive  order by the  Commission,  the
issuance  of options  under the SOP is  conditioned  upon the  granting  of such
order. The Corporation has applied for such relief and will not issue options to
"outside"  directors  until obtaining such exemptive  relief.  In the event such
relief is not granted, no "outside" directors will be issued options pursuant to
the SOP.

On January 27, 1998,  45,000 options were granted to three eligible  officers of
the  Corporation  under the SIP.  The strike  price of the options was $7.00 per
share,  which  represented  the  closing  price of  Franklin's  Common  Stock as
reported by the American Stock  Exchange on that date.  One-third of the options
granted  vested  immediately;  another  one-third vest one year from the date of
issuance; and the final one-third vest two years after the date of issuance. The
options  expire  after ten years.  On December  31,  1998,  one of the  eligible
officers  resigned from the  Corporation  and forfeited  10,000  options.  These
10,000 options were reissued on March 18, 1999 to three eligible officers of the
Corporation at a strike price of $5.75 per share,  which represented the closing
price of Franklin's  Common Stock as reported by the American  Stock Exchange on
that date.  These  options  will expire as  originally  issued.  One-half of the
reissued options vested immediately, and one-half will vest on January 27, 2000.

Franklin  accounts for the options issued to employees under APB Opinion No. 25,
under  which no  compensation  cost has been  recognized.  Proforma  information
determined  consistent with the fair value method required by FASB Statement No.
123 ("FASB 123"), is as follows:

Net realized gain:
As reported                   $130,127
Pro forma                     $104,852

Net increase in net assets per common share:
As reported                   $0.17


                                       14
<PAGE>


Franklin Capital Corporation
Notes to Financial Statements (continued)


Pro forma                     $0.14

Net Asset Value per share:
As reported                   $8.69
Pro forma                     $8.66
Pro forma - fully diluted     $8.66

The fair value of the  options  granted was  estimated  on the date of the grant
using the Black-Scholes option pricing model with the following weighted average
assumptions:

               Stock volatility                   30.0%
               Risk-free interest rate             5.5%
               Option term in years                  4
               Stock dividend yield                 -

A summary of the status of the Stock  Option  Plans at June 30, 1999 and changes
during the six months then ended follows:

                                                                     Weighted
                                                                     Average
                                                                     Exercise
                                                      Shares          Price
                                                    ----------     -----------
Outstanding at beginning of
  period                                              35,000          $7.000
Granted                                               10,000          $5.750
Exercised                                              -                -
Forfeited                                              -                -
Expired                                                -                -
                                                  ----------
Outstanding at end of period                          45,000          $6.722
                                                      ======
Exercisable at end of period                          30,000          $6.792
                                                      ======
Weighted average fair value
  of options granted                                   $2.48

The  exercise  price for the options  issued on January 27, 1998 is $7.00 with a
remaining  contractual  life of 8.5 years.  The  exercise  price for the options
issued on March  18,  1999 is $5.75  with a  remaining  contractual  life of 8.5
years.

8.  PURCHASES AND SALES OF INVESTMENT SECURITIES

The  cost of  purchases  and  proceeds  from  sales  of  investment  securities,
including  the issuance of treasury  stock as discussed in Note 6 and  excluding
short term investments,  aggregated $1,166,961 and $1,523,997 respectively,  for
the six months ended June 30, 1999; $5,117,753 and $6,674,565 respectively,  for
the six months ended June 30, 1998.



                                       15
<PAGE>







Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Statement of Operations

     The  Corporation  accounts  for its  operations  under  Generally  Accepted
Accounting  Principles for investment  companies.  On this basis,  the principal
measure of its financial  performance is captioned  "Net increase  (decrease) in
net assets from operations", which is composed of the following: "Net investment
loss from operations," which is the difference between the Corporation's  income
from interest, dividends and fees and its operating expenses; "Net realized gain
on  portfolio  of  investments,"  which is the  difference  between the proceeds
received from  dispositions  of portfolio  securities and their stated cost; any
applicable  income tax provisions  (benefits);  and "Net increase  (decrease) in
unrealized  appreciation  of  investments,"  which is the net change in the fair
value of the Corporation's  investment portfolio, net of any increase (decrease)
in  deferred   income  taxes  that  would  become   payable  if  the  unrealized
appreciation  were  realized  through  the  sale  or  other  disposition  of the
investment portfolio.

     "Net  realized gain (loss) on portfolio of  investments"  and "Net increase
(decrease) in unrealized appreciation of investments" are directly related. When
a security is sold to realize a gain, the net unrealized  appreciation decreases
and the net realized gain increases.  When a security is sold to realize a loss,
the net unrealized appreciation increases and the net realized gain decreases.

Financial Condition

     The  Corporation's   total  assets  and  net  assets  were,   respectively,
$6,670,673 and  $6,510,944 at June 30, 1999 versus  $6,548,696 and $6,315,553 at
December  31,1998.  Net asset  value per share was $8.69 at June 30, 1999 versus
$8.41 at December 31, 1998.

     The  Corporation's  financial  condition is dependent on the success of its
investments. A summary of the Corporation's investment portfolio is as follows:

                                         June 30, 1999      December 31, 1998
                                         -------------      -----------------

Investments, at cost                      $ 3,489,384           $  3,475,229
Unrealized appreciation, net of
           deferred taxes                   2,148,746              1,650,077
                                          -----------           ------------
Investments, at fair value                $ 5,638,130           $  5,125,306
                                          ===========           ============

Investments

     The  Corporation  made an  investment  on January 25, 1999 in eCom  Capital
Corporation  ("eCom") valued at $397,500 at June 30, 1999, which represents 6.0%
of total assets and 6.1% of its net assets. eCom is a wholly owned subsidiary of
Franklin, which was formed to make investments in internet related ventures. The
directors  and officers of eCom are  officers of Franklin.  On January 25, 1999,
eCom  invested  a total  of  $387,500  into  eMattress.com  Inc.  ("eMattress"),
consisting  of  $175,000  worth of Franklin  common  stock  (20,046  shares from
treasury stock valued at the Net Asset Value on the date of the transaction) and
$212,500 in cash for 320,000 shares of Preferred Stock which is convertible into
a 50% equity interest in eMattress.  eMattress is a retail internet company that
was founded in 1998. eMattress sells


                                       16
<PAGE>


mattresses,  futons, bed frames,  mattress pads and pillows, and can be found on
the World Wide Web at the domain address www.emattress.com.
                                         ------------------

     The  Corporation  has an  investment  in  Avery  Communication  Corporation
("Avery")  valued at $3,380,013 at June 30, 1999,  which represents 50.7% of the
Corporation's  total  assets  and  51.9% of its net  assets.  Avery is a holding
corporation operating in the  telecommunications  industry.  Its common stock is
quoted on the OTC Electronic  Bulletin  Board under the symbol "ATEX".  On March
29, 1999,  Avery  announced  that it had signed an  agreement to acquire  Primal
Systems,  Inc.  ("Primal").  Primal has  developed a suite of  Decision  Support
applications,  known  as  Outfront(TM),  that can  assist  telecom  carriers  in
reducing  customer  churn,  decreasing  marketing  costs,  and guarding  against
subscription  fraud.  Primal  also  has  expertise  in  Internet   applications,
including  Electronic  Bill  Presentment  and Payment.  Avery's other  operating
subsidiary is Hold Billing Services ("HBS"). HBS provides billing and collection
services for inter-exchange carriers and long-distance resellers.

     Franklin's  original  investment  in Avery of  $350,000  was made in August
1995, and an additional investment of $2.5 million was made in May 1997. On July
6, 1998,  Franklin sold certain Avery securities to the Thurston Group, Inc. for
$2.5 million, which resulted in a gain of $935,297.  Franklin's remaining shares
represent more than 17.5% of Avery's outstanding voting stock on a primary share
basis.  Additionally,  two  officers of Franklin  serve on Avery's  eight member
Board of Directors.

     At June 30, 1999, the  Corporation  held 425,000  shares of  Communications
Intelligence  Corporation  ("CIC")  common  stock  valued at $610,938 and had an
investment in CIC Standby Ventures, L.P. ("CIC Ventures") valued at $131,419. In
1995, the  Corporation  made an original  investment in CIC Ventures of $66,987.
The  managing  partner of CIC  Ventures is the  Chairman of the Board of CIC. In
November 1998, the Corporation  added to its existing  holdings by purchasing in
an open  market  transaction  875,000  shares of CIC  common  stock at a cost of
$375,000.  CIC  develops,  markets,  and  licenses  software  products  based on
proprietary  handwriting  recognition  technologies.   CIC's  core  technologies
include multilingual  handwriting recognition and dynamic signature verification
software.   CIC's   products   are   designed  to  increase  the  ease  of  use,
functionality, and security of electronic devices ranging from PC peripherals to
smart  cellular  phones.  Its common  stock is quoted on NASDAQ under the symbol
"CICI".  At June  30,  1999,  the  total  investment  in CIC  and  CIC  Ventures
represents 11.1% of the Corporation's total assets and 11.4% of its net assets.

     At June 30, 1999, the  Corporation had an investment in the Seneca Capital,
L.P. ("Seneca"), an investment partnership whose primary investment objective is
to  invest  in  securities  which  value  will be  meaningfully  affected  by an
anticipated event. Seneca invests primarily in publicly traded equity securities
of U.S. companies and, to control market risks, utilizes short positions,  index
options and other hedging techniques.  Franklin is a 0.90% limited partner.  The
Corporation's  original  investment  of $500,000 made in April 1996 is valued at
$628,963, which is net of a profit distribution of $350,000 received by Franklin
during the year ended  December 31, 1998.  At June 30, 1999,  Seneca  represents
9.4% of the Corporation's total assets and 9.7% of its net assets.



                                       17
<PAGE>




Results of Operations

Investment Income and Expenses:

     The Corporation's  principal  objective is to achieve capital  appreciation
through  long-term  investments in businesses  believed to have favorable growth
potential.  Therefore,  a  significant  portion of the  investment  portfolio is
structured  to maximize  the  potential  for capital  appreciation  and provides
little or no current yield in the form of dividends or interest. The Corporation
earns interest income from loans,  preferred  stocks,  corporate bonds and other
fixed income  securities.  The amount of interest  income  varies based upon the
average  balance of the  Corporation's  fixed income  portfolio  and the average
yield on this portfolio.

     The  Corporation  had interest and dividend  income of $38,522 and $287,160
for the six months ended June 30, 1999 and 1998,  respectively.  The decrease in
interest  and  dividend  income  for the six  months  ended  June 30,  1999 when
compared to June 30, 1998,  was primarily the result of the sale in July 1998 of
both Series D preferred  stock and a $1,000,000  note that had been  received in
connection with the Corporation's investment in Avery.

     Operating expenses were $705,203 and $795,262 for the six months ended June
30, 1999 and 1998,  respectively.  Most of the Corporation's  operating expenses
are related to employee and director compensation,  office and rent expenses and
professional fees (primarily general legal and audit fees).

     Net investment  losses from  operations  were $666,681 and $508,102 for the
six months ended June 30, 1999 and 1998, respectively.

     The  Corporation  has relied and  continues  to rely to a large extent upon
proceeds from sales of  investments  rather than  investment  income to defray a
significant  portion of its  operating  expenses.  Because  such sales cannot be
predicted with certainty,  the Corporation attempts to maintain adequate working
capital to provide for fiscal periods when there are no such sales.

Net Realized Gains and Losses on Portfolio of Investments:

     During  the six  months  ended  June 30,  1999 and  1998,  the  Corporation
realized net gains before taxes of $305,927,  and $322,958,  respectively,  from
the disposition of various investments.

Unrealized Appreciation of Investments:

     Unrealized appreciation of investments, net of deferred taxes, increased by
$498,669  during the six months ended June 30, 1999,  primarily from  unrealized
gains due to the increase in value of Franklin's investment in CIC.

     Unrealized appreciation of investments, net of deferred taxes, decreased by
$96,140  during  the six  months  ended  June  30,  1998,  primarily  due to the
realization  of the gains from the  distributions  from Seneca and CIC Ventures.
These were partially offset by an increased value for Avery.


                                       18
<PAGE>





Liquidity and Capital Resources

     The  Corporation's  reported  total  cash  and  cash  equivalents,  accrued
interest and accounts  receivable  and  marketable  investment  securities  (the
primary  measure of  liquidity)  at June 30,  1999 was  $1,528,223  compared  to
$1,979,256 at December 31, 1998. Management believes that these assets, together
with its investment in Seneca, provide the Corporation with sufficient liquidity
for its  operations.  Funds from Seneca may be  withdrawn  upon 30 days  written
notice to the general partner.

Risks

     Pursuant to Section 64(b) (1) of the Investment  Corporation Act of 1940, a
BDC is required to describe the risk factors  involved in an  investment  in its
securities  inherent in the nature of the  Corporation's  investment  portfolio.
There are  significant  risks  inherent  in the  Corporation's  venture  capital
business.  The Corporation  has invested a substantial  portion of its assets in
small private companies and a non-reporting  public corporation.  Because of the
speculative nature of these investments,  there is significantly greater risk of
loss than is the case with traditional  investment  securities.  The Corporation
expects that from time to time its venture  capital  investments may result in a
complete  loss of the  Corporation's  invested  capital or may be  unprofitable.
Other investments may appear likely to become successful,  but may never realize
their potential.  Neither the Corporation's investments nor an investment in the
Corporation  is  intended  to  constitute  a balanced  investment  program.  The
Corporation  has in the past relied and continues to rely to a large extent upon
proceeds from sales of  investments  rather than  investment  income to defray a
significant portion of its operating expenses.

Risks Relating to the Year 2000 Issue:

     The Corporation's internal computer information is Year 2000 compliant. The
Corporation  uses individual  PC's that rely on third party  software.  All such
software has been upgraded to versions that are Year 2000 compliant.

     The   Corporation's   Year  2000   issues   and  any   potential   business
interruptions, costs, damages, or losses related thereto are primarily dependent
upon the Year 2000 compliance of third parties. The Corporation's suppliers that
provide mission-critical  services are primarily large companies,  such as local
and long distance telephone service providers, banks, and utility companies. The
Corporation  has no reason to believe that these suppliers will not be Year 2000
compliant.  However,  the  Corporation  is in the process of reviewing its third
party relationships in order to assess and address Year 2000 issues with respect
to these third parties.

     The Corporation  believes that the Year 2000 problem may be material to its
investments.  The Corporation has received assurances from the companies that it
invests  in that they are  addressing  the Year 2000 issue and do not expect any
material events to affect their business operations.

     There can be no  assurance  that the Year 2000  problem will be properly or
timely resolved, which could have a material adverse effect on the Corporation's
results of operations.  The Corporation intends to develop a contingency plan to
be able to react to any Year 2000 problems should they arise.


                                       19
<PAGE>


     The costs  associated  with Year 2000  compliance have been nominal and the
Corporation  believes that the remaining costs will be minimal and will not have
a material adverse effect on its financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     A portion of the  Corporation's  portfolio of  investments is in marketable
securities traded on the  over-the-counter  market. In order to realize the full
market value of a security the market must trade in an orderly  fashion.  Should
an economic  event occur that would not allow the markets to trade in an orderly
fashion,  the  Corporation  may not be able to  receive  fair  value  for  those
investments.

     All  investments  owned by the Corporation are marked at fair value at June
30, 1999. For those investments that do not have a ready market, the Corporation
has received valuation information from either an independent third party or the
investee   corporation   itself.   The  Corporation  has  no  off-balance  sheet
investments or hedging instruments.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
               None

Item 2. Changes in Securities and Use of Proceeds
               None

Item 3. Defaults Upon Senior Securities Holders
               None

Item 4. Submission of Matters to a Vote of Security Holders
               None

Item 5. Other Information
               None

Item 6. Exhibits and Reports on Form 8-K.
        (a)  Exhibits.  The exhibits  which are filed with the Form 10-Q
             or  incorporated  herein  by  reference  are set for in the
             Exhibit Index on page 21.

         (b) Reports on Form 8-K.  The Company did not file any reports on Form
             8-K during the first six months of 1999.

                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Corporation  has duly caused this report to be signed
on its  behalf by the  undersigned,  thereunto  duly  authorized.

                                             THE  FRANKLIN CAPITAL
                                             CORPORATION

Date: August 13, 1999                        By:  /s/ Hiram M. Lazar
                                                  ------------------------------
                                                  Hiram M. Lazar
                                                  Chief Financial Officer



                                       20
<PAGE>


                                  EXHIBIT INDEX


None.