SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 15, 2004




                     FRANKLIN CREDIT MANAGEMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)


                                   75-2243266
                      (I.R.S. employer identification no.)

                                     0-17771
                            Commission file number)

                               Six Harrison Street
                               New York, New York
                         (Address of principal executive
                                    offices)

                                      10013
                                   (Zip code)

       Registrant's telephone number, including area code: (212) 925-8745

<PAGE>
Item 8.01 Other Events


On November 15, 2004, Franklin Credit Management Corporation (the "Company"), a
Delaware Corporation, issued a press release entitled "Franklin Credit
Management Reports 73 percent increase in third quarter earnings."  A copy of
the Company's press release is attached as Exhibit 99.1

Item 7 Exhibits
Exhibit No Description
99.1  Press Release, dated Novenber 15, 2004 entitled " Franklin Credit
Management reports 73 percent increase in third quarter earnings."

<PAGE>



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       FRANKLIN CREDIT MANAGEMENT CORPORATION

                                               By: /s/ Jeff Johnson
                                                       Jeff Johnson
                                                       Chief Executive Officer

Date: November 15, 2004.
<PAGE>
Exhibit 99.1
For Immediate Release

Contact:  Alan Joseph, CFO
Franklin Credit Management Corp.
(212) 925-8745 ext. 169
ajoseph@franklincredit.com


            FRANKLIN CREDIT MANAGEMENT REPORTS 73 PERCENT INCREASE IN
                             THIRD QUARTER EARNINGS

            NINE-MONTH DILUTED E.P.S. OF $0.92 COMPARE WITH $0.73 IN
                                PRIOR-YEAR PERIOD

NEW YORK, New York (November 15, 2004) - Franklin Credit  Management  Corp. (OTC
BB: FCSC), a specialty  financial  services company that  originates,  acquires,
manages and sells subprime  residential  mortgage assets, today announced record
sales and earnings for the third quarter and first nine months of 2004.

For the three months ended September 30, 2004,  revenues  increased 56% to $22.0
million,  compared with $14.1 million in the third quarter of the previous year.
Net Income  increased 73% to a record  $2,517,786,  or $0.37 per diluted  share,
compared with $1,455,424, or $0.22 the previous year.

"We are very  pleased  to report  record  revenues  and  earnings  for the third
quarter of 2004," stated Jeffrey  Johnson,  Chief Executive  Officer of Franklin
Credit Management  Corporation.  "Significant gains in interest income, purchase
discounts  earned,  and gains on the sale of notes receivable  resulted from our
portfolio acquisition  programs,  including the bulk purchase of $310 million of
subprime  loans  from  Bank  One on June 30,  2004,  and I can  report  that the
assimilation of these loans into our servicing  organization  was completed in a
very  efficient  manner.  Gains on the sale of loans  originated  by our Tribeca
Lending  subsidiary  continued  to  increase  during  the  most  recent  quarter
reflecting our strong loan production  activity.  We also recorded a modest loss
on the sale of other real  estate  owned  (OREO),  reflecting  a decrease in the
quality of a few of the 62 OREO properties that were sold in the period."

"Operating  expenses  grew at a slower rate than  revenues,  allowing our pretax
profit  margin to  expand to 21.0% of  revenues  in the third  quarter  of 2004,
compared with 19.0% in the prior-year quarter."

For the nine months  ended  September  30,  2004,  the Company  reported  record
revenues of $52.8  million,  which  represented an increase of 26% when compared
with $42.0 million in the corresponding  period of the previous year. Net income
rose 31% to a record $6,192,100,  or $0.92 per diluted share,  versus net income
of $4,732,045,  or $0.73 per diluted share,  in the nine months ended  September
30, 2003.

"Shortly after the end of the third  quarter,  we announced the bulk purchase of
$99.4 million in subprime  mortgage loans from Master Financial  Corporation,  a
national mortgage banking company," continued Johnson.

"We expect a strong fourth quarter and are optimistic that earnings for the year
ending December 31, 2004 will exceed last year's record $1.02 per diluted share.
With interest rates expected to rise in coming months,  the "spread" between our
portfolio  yield and the interest  rates at which we borrow will likely  narrow.
However,  we are  optimistic  that the growth in our loan  portfolio and related
activities  will contribute to the Company's  revenues and earnings,"  concluded
Johnson.

About Franklin Credit Management Corp.

Franklin  Credit  Management  Corporation  ("FCMC",  and together with its
wholly-owned  subsidiaries,  the  "Company") is a specialty consumer finance and
asset  management company primarily  engaged in the  acquisition, origination,
servicing and resolution of performing,  sub-performing  and  non-performing
residential mortgage loans and residential real estate.  The Company acquires
these mortgages from a variety of mortgage bankers,  banks, and other specialty
finance companies.  These loans are generally purchased in pools at discounts
from their aggregate contractual balances, from sellers in the financial
services industry.  Real estate is acquired in foreclosure or otherwise and is
also generally  acquired at a discount relative to the appraised  value of the
asset.  The Company conducts its business from its executive and main office in
New York City and through its website  www.franklincredit.com.  Its common
stock trades on the OTC Bulletin Board under the symbol "FCSC".


Statements contained herein that are not historical fact may be forward-looking
statements  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the Securities Exchange Act of 1934, as amended,
that are subject to a variety of risks and  uncertainties.  There are a number
of important  factors that could cause actual results to differ  materially from
those projected  or  suggested  in  forward-looking  statements  made by the
Company.  These  factors  include,  but are not limited to: (i) unanticipated
changes in the U.S. economy,  including changes in business  conditions such as
interest rates, and changes in the level of growth in the finance  and housing
markets;  (ii) the status of relations  between the Company and its sole Senior
Debt Lender and the Senior Debt Lender's  willingness to extend  additional
credit to the Company;  (iii) the availability for purchases of additional
loans;  (iv) the status of  relations between  the  Company and its sources for
loan  purchases;  (v) unanticipated difficulties in collections under loans in
the  Company's  portfolio;  and  (vi)other risks  detailed from time to time in
the Company's SEC reports.  Additional factors that would cause actual results
to differ  materially  from those  projected  or  suggested or suggested in any
forward-looking  statements  are contained in the Company's filings with the
Securities and Exchange Commission,  including,  but not limited to, those
factors discussed under the caption  "Real Estate Risk" in the  Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,  which the
Company urges investors to consider.  The Company  undertakes  no obligation to
publicly release the revisions to such forward-looking statements that may be
made to reflect events or circumstances  after the date hereof or to reflect
the occurrences of unanticipated  events, except as other wise required by
securities and other applicable laws. Readers are cautioned not to place undue
reliance on these  forward-looking  statements, which speak only as of the date
hereof.  The Company undertakes no obligation  to release  publicly the results
on any events or  circumstances  after the date hereof or to reflect  the
occurrence of unanticipated events.


                    For further information, please contact:

Alan Joseph, CFO of Franklin Credit Management Corp. at 212-925-8745 (Ext. 169)

                         Financial Highlights to Follow

<PAGE>

<TABLE>
<CAPTION>



                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
-------------------------------------------------------------------------------

                                Three Months              Nine Months
                                Ended Sept 30,           Ended Sept 30,
                              2004         2003          2004         2003
                           -----------   ----------    ----------    ---------
REVENUES:
<S>                        <C>           <C>          <C>          <C>
 Interest income           $16,628,125   $10,438,099  $38,618,733  $31,721,768
 Purchase discount earned    2,969,825     1,385,753    6,039,002    3,366,675
 Gain on sale of
 notes receivable              229,840        36,991    1,074,742      633,105
 Gain on sale of originated
 loans held for sale         1,026,372       895,774    3,171,801    2,302,819
 Gain on sale of other
 real estate owned            (145,846)      174,651      227,551      927,845
 Rental income                   9,725        29,874       33,675      103,674
 Prepayments and other
 income                      1,247,416     1,096,582    3,646,884    2,899,019
                            ----------    ----------   ----------   ---------
                            21,965,457    14,057,724   52,812,388   41,954,905
                            ----------    ----------   ----------   ----------

OPERATING EXPENSES:
 Interest expense            9,939,303     5,489,147   20,733,508   16,102,017
 Collection, general and
 administrative              5,974,354     4,476,633   16,167,756   12,995,727
 Provision for loan losses     728,504       783,854    2,436,763    2,368,299
 Amortization of deferred
 financing costs               584,916       516,483    1,738,043    1,356,875
 Depreciation                  118,590       120,283      368,214      327,742
                            ----------    ----------   ----------   ----------
                            17,345,667    11,386,400   41,444,284   33,150,660
                            ----------    ----------   ----------   ----------


INCOME BEFORE PROVISION
FOR INCOME TAXES             4,619,790     2,671,324   11,368,104    8,804,245
                            ----------    ----------   ----------   ----------

PROVISION FOR INCOME TAXES   2,102,004     1,215,900    5,176,004    4,072,200
                            ----------    -----------  ----------   ----------

NET INCOME                  $2,517,786    $1,455,424   $6,192,100   $4,732,045
                            ==========   ===========   ==========   ==========

NET INCOME PER COMMON SHARE:
  Basic                     $     0.43    $     0.25   $     1.05   $     0.80

  Diluted                   $     0.37    $     0.22   $     0.92   $     0.73

                            ==========    ===========   ==========   ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING BASIC     5,916,527     5,916,527    5,916,527     5,916,527

                            ==========    ===========   ==========    =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DILUTED   6,815,141     6,573,879    6,749,544     6,506,560
                            ===========   ===========   ==========    =========



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

 CONSOLIDATED BALANCE SHEETS (Unaudited)
-------------------------------------------------------------------------------
ASSETS                              September 30, 2004     December 31, 2003

<S>                                     <C>                   <C>          <C>
CASH AND CASH EQUIVALENTS                 $ 22,533,835   $  14,418,876 35

RESTRICTED CASH                                113,457            413,443

NOTES RECEIVABLE:
 Principal                                 796,079,203        465,553,870
 Purchase discount                         (38,809,394)       (25,678,165)
 Allowance for loan losses                 (84,031,931)       (46,247,230)
                                          -------------      --------------
     Net notes receivable                  673,237,878        393,628,475

ORIGINATED LOANS HELD FOR SALE              34,861,339         27,372,779

ORIGINATED LOANS HELD FOR INVESTMENT        43,212,524          9,536,669

ACCRUED INTEREST RECEIVABLE                  7,764,609          4,332,419

OTHER REAL ESTATE OWNED                     16,684,155         13,981,665

OTHER RECEIVABLES                            4,664,500          2,893,735

MARKETABLE SECURITIES                          256,697            202,071

DEFERRED TAX ASSET                             614,166            681,398

OTHER ASSETS                                 4,440,257          3,720,163

BUILDING, FURNITURE AND EQUIPMENT - Net      1,341,133          1,252,711

DEFERRED FINANCING COSTS- Net                7,033,597          4,298,942
                                         -------------      --------------
TOTAL ASSETS                             $ 816,758,147      $ 476,733,346
                                         =============      ==============
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses    $ 7,088,629        $ 4,979,806
  Financing agreements                      35,180,332         23,315,301
  Notes payable                            747,154,565        427,447,844
  Income tax liability:
     Current                                    61,011
     Deferred                                1,402,204          1,311,089
                                          ------------       -------------
           TOTAL LIABILITIES               790,886,741        457,054,040
                                          ------------       -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Common stock, $.01 par value,
 10,000,000 authorized shares; issued
 and outstanding: 5,916,527                     59,167              59,167
 Additional paid-in capital                  6,985,968           6,985,968
 Retained earnings                          18,826,271          12,634,171
                                         -------------        -------------
           TOTAL STOCKHOLDERS' EQUITY       25,871,406          19,679,306
                                         -------------        -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                      $816,758,147        $476,733,346
                                         =============        ============
</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "sharesinc.txt", "description": "PRESS RELEASE ON SHARES", "secsgml_size_bytes": 15645}]
{"company-data": {"conformed-name": "FRANKLIN CREDIT MANAGEMENT CORP/DE/", "cik": "0000831246", "assigned-sic": "6199", "irs-number": "752243266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17771", "film-number": "041145618"}, "business-address": {"street1": "SIX HARRISON ST", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2129258745"}, "mail-address": {"street1": "SIX HARRISON ST", "city": "NEW YORK", "state": "NY", "zip": "10013"}, "former-company": {"former-conformed-name": "MIRAMAR RESOURCES INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 15, 2004

                     FRANKLIN CREDIT MANAGEMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   75-2243266
                      (I.R.S. employer identification no.)

                                     0-17771
                            Commission file number)

                               Six Harrison Street
                               New York, New York
                         (Address of principal executive
                                    offices)

                                      10013
                                   (Zip code)

       Registrant's telephone number, including area code: (212) 925-8745
Item 8.01 Other Events

On November 15, 2004, Franklin Credit Management Corporation (the "Company"), a
Delaware Corporation, issued a press release entitled "Franklin Credit
Management Reports 73 percent increase in third quarter earnings."  A copy of
the Company's press release is attached as Exhibit 99.1

Item 7 Exhibits
Exhibit No Description
99.1  Press Release, dated Novenber 15, 2004 entitled " Franklin Credit
Management reports 73 percent increase in third quarter earnings."
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       FRANKLIN CREDIT MANAGEMENT CORPORATION

                                               By: /s/ Jeff Johnson
                                                       Jeff Johnson
                                                       Chief Executive Officer

Date: November 15, 2004.
Exhibit 99.1
For Immediate Release

Contact:  Alan Joseph, CFO
Franklin Credit Management Corp.
(212) 925-8745 ext. 169
ajoseph@franklincredit.com

            FRANKLIN CREDIT MANAGEMENT REPORTS 73 PERCENT INCREASE IN
                             THIRD QUARTER EARNINGS

            NINE-MONTH DILUTED E.P.S. OF $0.92 COMPARE WITH $0.73 IN
                                PRIOR-YEAR PERIOD

NEW YORK, New York (November 15, 2004) - Franklin Credit  Management  Corp. (OTC
BB: FCSC), a specialty  financial  services company that  originates,  acquires,
manages and sells subprime  residential  mortgage assets, today announced record
sales and earnings for the third quarter and first nine months of 2004.

For the three months ended September 30, 2004,  revenues  increased 56% to $22.0
million,  compared with $14.1 million in the third quarter of the previous year.
Net Income  increased 73% to a record  $2,517,786,  or $0.37 per diluted  share,
compared with $1,455,424, or $0.22 the previous year.

"We are very  pleased  to report  record  revenues  and  earnings  for the third
quarter of 2004," stated Jeffrey  Johnson,  Chief Executive  Officer of Franklin
Credit Management  Corporation.  "Significant gains in interest income, purchase
discounts  earned,  and gains on the sale of notes receivable  resulted from our
portfolio acquisition  programs,  including the bulk purchase of $310 million of
subprime  loans  from  Bank  One on June 30,  2004,  and I can  report  that the
assimilation of these loans into our servicing  organization  was completed in a
very  efficient  manner.  Gains on the sale of loans  originated  by our Tribeca
Lending  subsidiary  continued  to  increase  during  the  most  recent  quarter
reflecting our strong loan production  activity.  We also recorded a modest loss
on the sale of other real  estate  owned  (OREO),  reflecting  a decrease in the
quality of a few of the 62 OREO properties that were sold in the period."

"Operating  expenses  grew at a slower rate than  revenues,  allowing our pretax
profit  margin to  expand to 21.0% of  revenues  in the third  quarter  of 2004,
compared with 19.0% in the prior-year quarter."

For the nine months  ended  September  30,  2004,  the Company  reported  record
revenues of $52.8  million,  which  represented an increase of 26% when compared
with $42.0 million in the corresponding  period of the previous year. Net income
rose 31% to a record $6,192,100,  or $0.92 per diluted share,  versus net income
of $4,732,045,  or $0.73 per diluted share,  in the nine months ended  September
30, 2003.

"Shortly after the end of the third  quarter,  we announced the bulk purchase of
$99.4 million in subprime  mortgage loans from Master Financial  Corporation,  a
national mortgage banking company," continued Johnson.

"We expect a strong fourth quarter and are optimistic that earnings for the year
ending December 31, 2004 will exceed last year's record $1.02 per diluted share.
With interest rates expected to rise in coming months,  the "spread" between our
portfolio  yield and the interest  rates at which we borrow will likely  narrow.
However,  we are  optimistic  that the growth in our loan  portfolio and related
activities  will contribute to the Company's  revenues and earnings,"  concluded
Johnson.

About Franklin Credit Management Corp.

Franklin  Credit  Management  Corporation  ("FCMC",  and together with its
wholly-owned  subsidiaries,  the  "Company") is a specialty consumer finance and
asset  management company primarily  engaged in the  acquisition, origination,
servicing and resolution of performing,  sub-performing  and  non-performing
residential mortgage loans and residential real estate.  The Company acquires
these mortgages from a variety of mortgage bankers,  banks, and other specialty
finance companies.  These loans are generally purchased in pools at discounts
from their aggregate contractual balances, from sellers in the financial
services industry.  Real estate is acquired in foreclosure or otherwise and is
also generally  acquired at a discount relative to the appraised  value of the
asset.  The Company conducts its business from its executive and main office in
New York City and through its website  www.franklincredit.com.  Its common
stock trades on the OTC Bulletin Board under the symbol "FCSC".

Statements contained herein that are not historical fact may be forward-looking
statements  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the Securities Exchange Act of 1934, as amended,
that are subject to a variety of risks and  uncertainties.  There are a number
of important  factors that could cause actual results to differ  materially from
those projected  or  suggested  in  forward-looking  statements  made by the
Company.  These  factors  include,  but are not limited to: (i) unanticipated
changes in the U.S. economy,  including changes in business  conditions such as
interest rates, and changes in the level of growth in the finance  and housing
markets;  (ii) the status of relations  between the Company and its sole Senior
Debt Lender and the Senior Debt Lender's  willingness to extend  additional
credit to the Company;  (iii) the availability for purchases of additional
loans;  (iv) the status of  relations between  the  Company and its sources for
loan  purchases;  (v) unanticipated difficulties in collections under loans in
the  Company's  portfolio;  and  (vi)other risks  detailed from time to time in
the Company's SEC reports.  Additional factors that would cause actual results
to differ  materially  from those  projected  or  suggested or suggested in any
forward-looking  statements  are contained in the Company's filings with the
Securities and Exchange Commission,  including,  but not limited to, those
factors discussed under the caption  "Real Estate Risk" in the  Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,  which the
Company urges investors to consider.  The Company  undertakes  no obligation to
publicly release the revisions to such forward-looking statements that may be
made to reflect events or circumstances  after the date hereof or to reflect
the occurrences of unanticipated  events, except as other wise required by
securities and other applicable laws. Readers are cautioned not to place undue
reliance on these  forward-looking  statements, which speak only as of the date
hereof.  The Company undertakes no obligation  to release  publicly the results
on any events or  circumstances  after the date hereof or to reflect  the
occurrence of unanticipated events.

                    For further information, please contact:

Alan Joseph, CFO of Franklin Credit Management Corp. at 212-925-8745 (Ext. 169)

                         Financial Highlights to Follow
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
-------------------------------------------------------------------------------

                                Three Months              Nine Months
                                Ended Sept 30,           Ended Sept 30,
                              2004         2003          2004         2003
                           -----------   ----------    ----------    ---------
REVENUES:
Interest income           $16,628,125   $10,438,099  $38,618,733  $31,721,768
 Purchase discount earned    2,969,825     1,385,753    6,039,002    3,366,675
 Gain on sale of
 notes receivable              229,840        36,991    1,074,742      633,105
 Gain on sale of originated
 loans held for sale         1,026,372       895,774    3,171,801    2,302,819
 Gain on sale of other
 real estate owned            (145,846)      174,651      227,551      927,845
 Rental income                   9,725        29,874       33,675      103,674
 Prepayments and other
 income                      1,247,416     1,096,582    3,646,884    2,899,019
                            ----------    ----------   ----------   ---------
                            21,965,457    14,057,724   52,812,388   41,954,905
                            ----------    ----------   ----------   ----------

OPERATING EXPENSES:
 Interest expense            9,939,303     5,489,147   20,733,508   16,102,017
 Collection, general and
 administrative              5,974,354     4,476,633   16,167,756   12,995,727
 Provision for loan losses     728,504       783,854    2,436,763    2,368,299
 Amortization of deferred
 financing costs               584,916       516,483    1,738,043    1,356,875
 Depreciation                  118,590       120,283      368,214      327,742
                            ----------    ----------   ----------   ----------
                            17,345,667    11,386,400   41,444,284   33,150,660
                            ----------    ----------   ----------   ----------

INCOME BEFORE PROVISION
FOR INCOME TAXES             4,619,790     2,671,324   11,368,104    8,804,245
                            ----------    ----------   ----------   ----------

PROVISION FOR INCOME TAXES   2,102,004     1,215,900    5,176,004    4,072,200
                            ----------    -----------  ----------   ----------

NET INCOME                  $2,517,786    $1,455,424   $6,192,100   $4,732,045
                            ==========   ===========   ==========   ==========

NET INCOME PER COMMON SHARE:
  Basic                     $     0.43    $     0.25   $     1.05   $     0.80

  Diluted                   $     0.37    $     0.22   $     0.92   $     0.73

                            ==========    ===========   ==========   ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING BASIC     5,916,527     5,916,527    5,916,527     5,916,527

                            ==========    ===========   ==========    =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DILUTED   6,815,141     6,573,879    6,749,544     6,506,560
                            ===========   ===========   ==========    =========
CONSOLIDATED BALANCE SHEETS (Unaudited)
-------------------------------------------------------------------------------
ASSETS                              September 30, 2004     December 31, 2003
CASH AND CASH EQUIVALENTS                 $ 22,533,835   $  14,418,876 35

RESTRICTED CASH                                113,457            413,443

NOTES RECEIVABLE:
 Principal                                 796,079,203        465,553,870
 Purchase discount                         (38,809,394)       (25,678,165)
 Allowance for loan losses                 (84,031,931)       (46,247,230)
                                          -------------      --------------
     Net notes receivable                  673,237,878        393,628,475

ORIGINATED LOANS HELD FOR SALE              34,861,339         27,372,779

ORIGINATED LOANS HELD FOR INVESTMENT        43,212,524          9,536,669

ACCRUED INTEREST RECEIVABLE                  7,764,609          4,332,419

OTHER REAL ESTATE OWNED                     16,684,155         13,981,665

OTHER RECEIVABLES                            4,664,500          2,893,735

MARKETABLE SECURITIES                          256,697            202,071

DEFERRED TAX ASSET                             614,166            681,398

OTHER ASSETS                                 4,440,257          3,720,163

BUILDING, FURNITURE AND EQUIPMENT - Net      1,341,133          1,252,711

DEFERRED FINANCING COSTS- Net                7,033,597          4,298,942
                                         -------------      --------------
TOTAL ASSETS                             $ 816,758,147      $ 476,733,346
                                         =============      ==============
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Accounts payable and accrued expenses    $ 7,088,629        $ 4,979,806
  Financing agreements                      35,180,332         23,315,301
  Notes payable                            747,154,565        427,447,844
  Income tax liability:
     Current                                    61,011
     Deferred                                1,402,204          1,311,089
                                          ------------       -------------
           TOTAL LIABILITIES               790,886,741        457,054,040
                                          ------------       -------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Common stock, $.01 par value,
 10,000,000 authorized shares; issued
 and outstanding: 5,916,527                     59,167              59,167
 Additional paid-in capital                  6,985,968           6,985,968
 Retained earnings                          18,826,271          12,634,171
                                         -------------        -------------
           TOTAL STOCKHOLDERS' EQUITY       25,871,406          19,679,306
                                         -------------        -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                      $816,758,147        $476,733,346
                                         =============        ============