Exhibit 14(a)(2)(3)(iii)



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          FRANKLIN CAPITAL CORPORATION

     THE UNDERSIGNED,  being the Secretary of Franklin Capital  Corporation (the
"Corporation"), hereby certifies that:

     FIRST: The name of the Corporation is Franklin Capital Corporation

     SECOND:  The  original  Certificate  of  Incorporation  was filed  with the
Secretary of State of the State of Delaware on March 31, 1987.

     THIRD:  Article four of said Certificate of Incorporation is hereby amended
in its entirety as follows:

     The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is Ten Million (10,000,000) shares consisting of Five Million
(5,000,000)  shares of common stock, and the par value of each such share is one
dollar and Five Million (5,000,000) shares of Preferred Stock, and the par value
of each such share is one dollar.

     The Board of Directors is expressly  authorized to provide for the issuance
of all or any shares of the  Preferred  Stock in one or more  classes or series,
and to fix for each such class or series such voting powers, full or limited, or
no voting powers, and such distinctive  designations,  preferences and relative,
participating,  optional  or  other  special  rights  and  such  qualifications,
limitations  or  restrictions  thereof,  as shall be stated and expressed in the
resolution or  resolutions  adopted by the Board of Directors  providing for the
issuance  of  such  class  or  series  and as may be  permitted  by the  General
Corporation Law of the State of Delaware,  including,  without  limitation,  the
authority  to  provide  that any such  class or  series  may be (i)  subject  to
redemption  at such time or times and at such price or prices;  (ii) entitled to
receive dividends (which may be cumulative or  non-cumulative) at such rates, on
such  conditions,  and at such times,  and payable in preference  to, or in such
relation  to, the  dividends  payable on any other class or classes or any other
series;  (iii)  entitled  to such rights  upon the  dissolution  of, or upon any
distribution of the assets of, the  Corporation;  or (iv)  convertible  into, or
exchangeable for, shares of any


<PAGE>



other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of  exchange  and with  such  adjustments;  all as may be  stated  in such
resolution or resolutions.

     FOURTH:  The  foregoing  amendment was declared  advisable and  unanimously
adopted by the board of  directors  of the  Corporation  on August 13,  1999 and
approved  by a majority of the  stockholders  of the  Corporation  at the annual
meeting of the Corporation held on September 10, 1999.

     FIFTH: The forgoing  amendment has been duly adopted in accordance with the
provisions of Subchapter VIII, Section 242 of the General Corporation Law of the
State of Delaware.

     IN  WITNESS  WHEREOF,   Franklin   Capital   Corporation  has  caused  this
Certificate of Amendment to be issued this 18th day of February, 2000.


                                                   FRANKLIN CAPITAL CORPORATION

                                                   By: /s/
                                                       -------------------------
                                                           Spencer L. Brown
                                                           Secretary




                                       2