Exhibit 31.2
  SECTION 302
    CERTIFICATION
    1.
    I have reviewed this Annual Report on
    Form 10-K
    of Franklin Credit Holding Corporation;2.
    Based on my knowledge, this report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;3.
    Based on my knowledge, the financial statements, and other
    financial information included in this report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this report;4.
    The registrants other certifying officer(s) and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act
    Rules 13a-15(e)
    and
    15d-15(e))
    and internal control over financial reporting (as defined in
    Exchange Act Rules
    13a-15(f)
    and
    15d-15(f))
    for the registrant and have:(a) Designed such disclosure controls and procedures, or
    caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information
    relating to the registrant, including its consolidated
    subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is
    being prepared;(b) Designed such internal control over financial
    reporting, or caused such internal control over financial
    reporting to be designed under our supervision, to provide
    reasonable assurance regarding the reliability of financial
    reporting and the preparation of financial statements for
    external purposes in accordance with generally accepted
    accounting principles;(c) Evaluated the effectiveness of the registrants
    disclosure controls and procedures and presented in this report
    our conclusions about the effectiveness of the disclosure
    controls and procedures, as of the end of the period covered by
    this report based on such evaluation; and(d) Disclosed in this report any change in the
    registrants internal control over financial reporting that
    occurred during the registrants most recent fiscal quarter
    (the registrants fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably
    likely to materially affect, the registrants internal
    control over financial reporting; and5.
    The registrants other certifying officer(s) and I have
    disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of the registrants board
    of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in
    the design or operation of internal control over financial
    reporting which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and(b) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal control over financial reporting.  By:
    /s/  Paul
    D. Colasono