UNITED STATES
                       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): January 27, 2005


                                     0-17771
                            (Commission File Number)


                         ______________________________


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


                                    Delaware
                            (State of Incorporation)

                                   75-2243266
                      (IRS Employer Identification Number)


                     Six Harrison Street, New York, NY 10013
              (Address of registrant's principal executive office)


                                 (212) 925-8745
                         (Registrant's telephone number)


                         ______________________________

<PAGE>


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

     On January 27, 2005, the Board of Directors of Franklin  Credit  Management
Corporation  (the "Company")  appointed each of Dennis Geer and Alexander Gordon
Jardin as a director  of the  Company.  Mr.  Geer was named to the  Compensation
Committee and the Nominating and Corporate Governance Committee, of which he was
named Chairman. Mr. Jardin was named to the Audit Committee and the Compensation
Committee.  The new directors were  appointed to fill  vacancies  created by the
resignations  on January 27, 2005 of Joseph  Caiazzo and Alan  Joseph,  who will
continue  to  serve as the  Company's  Secretary  and Chief  Financial Officer,
respectively.

     On February 1, 2005, the Company will be issuing a press release announcing
the appointment of Mr. Geer and Mr. Jardin to the Board of Directors.  A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated  herein
by reference.


ITEM 9.           Financial Statements and Exhibits

(c)   Exhibits

         Exhibit No.                Description

         99.1                       Press Release dated February 1, 2005.


<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, thereunto duly authorized.


                                          FRANKLIN CREDIT MANAGEMENT CORPORATION


                                            By: /s/ Jeffrey R Johnson
                                              Name: Jeffrey R.Johnson
                                             Title: Chief Executive Officer


Date:  January 31, 2005





<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 CORP. WELCOMES
                              TWO NEW BOARD MEMBERS

     NEW YORK, New York (February 1, 2005) - Franklin  Credit  Management  Corp.
(OTC  BB:  FCSC),  a  specialty   financial   services  company  that  acquires,
originates,  manages and sells residential mortgage assets, today announced that
Mssrs. Dennis F. Geer and A. Gordon Jardin have been appointed to the Company's
Board of Directors.



     Dennis Geer currently provides consulting services to several  corporations
and  government  agencies.  From 2000 to 2004,  Mr. Geer was an  Executive  Vice
President and Chief Administrative Officer of GMAC Residential Holdings, Inc., a
wholly  owned  subsidiary  of  the  General  Motors  Corporation,  where  he was
responsible for Information Technology, Risk Management,  Strategic Sourcing and
Human Resources. From 1994 until 1999, Mr. Geer served as Deputy to the Chairman
and Chief Operating Officer of the Federal Deposit Insurance  Corporation (FDIC)
in Washington, DC, where he was responsible for the operational oversight of the
16 divisions and offices of the 8,000 person  corporation.  Prior to joining the
FDIC, he was Vice President for  Administration  and Corporate  Relations at the
Resolution Trust Corporation (1991-1994).  From 1986 until 1991, Mr. Geer served
as Director,  Office of Administration,  at the National Oceanic and Atmospheric
Administration  in  Washington,  DC.  He  held  management  positions  with  the
Department  of  Housing  and  Urban  Development  (HUD) and the  Departments  of
Treasury and Labor during the 1970s and 1980s.

     Gordon Jardin currently serves as President and Chief Operating  Officer of
Fenimore Reinsurance Corporation,  a company in formation that will operate as a
life and health  reinsurer.  From 2000 until 2004,  Mr.  Jardin  held  executive
management  positions,  including  President and Chief Operating  Officer,  with
Generali USA Life Reinsurance Company ("Generali"), a wholly-owned subsidiary of
Assicurazioni Generali S.p.A., a leading international insurer.  Generali USA is
recognized as one of the  industry's  top  professional  life  reinsurers and is
licensed or accredited in all 50 states. From 1993 to 2000, he was President and
Chief  Executive  Officer  of  PartnerRe  Life  Insurance  Company  of the  U.S.
(previously  known  as  Winterthur  Life  Re  Insurance  Company),  the US  life
reinsurance  subsidiary  of  Partner  Re and a leading  provider  of  multi-line
reinsurance  on a global  scale with  principal  offices in Bermuda,  Greenwich,
Paris and Zurich.  Before  joining  Winterthur  Life Re,  Mr.  Jardin  was Vice
President and General Manager,  Reinsurance,  at Sun Life of Canada from 1986 to
1993.

     "The addition of Dennis Geer and Gordon Jardin as Directors strengthens the
independence  of our Board,  and I am confident that their  extensive  executive
management  experience will prove invaluable as our Company seeks to realize the
full potential of its unique specialty finance  capabilities,"  stated Tom Axon,
Chairman of Franklin Credit  Management  Corp. "I would also like to express our
sincere appreciation for the contributions that two of our senior executives - -
Alan  Joseph and Joe  Caiazzo - - have made to our Board of  Directors  over the
years.  Alan  and Joe are  resigning  from the  Board in order to make  room for
additional independent Directors,  in keeping with 'best practice' trends in the
area of corporate governance."


                  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  operational
headquarters  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)








<PAGE>
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{"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": "05562396"}, "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"}}
UNITED STATES
                       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): January 27, 2005

                                     0-17771
                            (Commission File Number)

                         ______________________________

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

                                    Delaware
                            (State of Incorporation)

                                   75-2243266
                      (IRS Employer Identification Number)

                     Six Harrison Street, New York, NY 10013
              (Address of registrant's principal executive office)

                                 (212) 925-8745
                         (Registrant's telephone number)

                         ______________________________
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

     On January 27, 2005, the Board of Directors of Franklin  Credit  Management
Corporation  (the "Company")  appointed each of Dennis Geer and Alexander Gordon
Jardin as a director  of the  Company.  Mr.  Geer was named to the  Compensation
Committee and the Nominating and Corporate Governance Committee, of which he was
named Chairman. Mr. Jardin was named to the Audit Committee and the Compensation
Committee.  The new directors were  appointed to fill  vacancies  created by the
resignations  on January 27, 2005 of Joseph  Caiazzo and Alan  Joseph,  who will
continue  to  serve as the  Company's  Secretary  and Chief  Financial Officer,
respectively.

     On February 1, 2005, the Company will be issuing a press release announcing
the appointment of Mr. Geer and Mr. Jardin to the Board of Directors.  A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated  herein
by reference.

ITEM 9.           Financial Statements and Exhibits

(c)   Exhibits

         Exhibit No.                Description

         99.1                       Press Release dated February 1, 2005.
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, thereunto duly authorized.

                                          FRANKLIN CREDIT MANAGEMENT CORPORATION

                                            By: /s/ Jeffrey R Johnson
                                              Name: Jeffrey R.Johnson
                                             Title: Chief Executive Officer

Date:  January 31, 2005
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 CORP. WELCOMES
                              TWO NEW BOARD MEMBERS

     NEW YORK, New York (February 1, 2005) - Franklin  Credit  Management  Corp.
(OTC  BB:  FCSC),  a  specialty   financial   services  company  that  acquires,
originates,  manages and sells residential mortgage assets, today announced that
Mssrs. Dennis F. Geer and A. Gordon Jardin have been appointed to the Company's
Board of Directors.

     Dennis Geer currently provides consulting services to several  corporations
and  government  agencies.  From 2000 to 2004,  Mr. Geer was an  Executive  Vice
President and Chief Administrative Officer of GMAC Residential Holdings, Inc., a
wholly  owned  subsidiary  of  the  General  Motors  Corporation,  where  he was
responsible for Information Technology, Risk Management,  Strategic Sourcing and
Human Resources. From 1994 until 1999, Mr. Geer served as Deputy to the Chairman
and Chief Operating Officer of the Federal Deposit Insurance  Corporation (FDIC)
in Washington, DC, where he was responsible for the operational oversight of the
16 divisions and offices of the 8,000 person  corporation.  Prior to joining the
FDIC, he was Vice President for  Administration  and Corporate  Relations at the
Resolution Trust Corporation (1991-1994).  From 1986 until 1991, Mr. Geer served
as Director,  Office of Administration,  at the National Oceanic and Atmospheric
Administration  in  Washington,  DC.  He  held  management  positions  with  the
Department  of  Housing  and  Urban  Development  (HUD) and the  Departments  of
Treasury and Labor during the 1970s and 1980s.

     Gordon Jardin currently serves as President and Chief Operating  Officer of
Fenimore Reinsurance Corporation,  a company in formation that will operate as a
life and health  reinsurer.  From 2000 until 2004,  Mr.  Jardin  held  executive
management  positions,  including  President and Chief Operating  Officer,  with
Generali USA Life Reinsurance Company ("Generali"), a wholly-owned subsidiary of
Assicurazioni Generali S.p.A., a leading international insurer.  Generali USA is
recognized as one of the  industry's  top  professional  life  reinsurers and is
licensed or accredited in all 50 states. From 1993 to 2000, he was President and
Chief  Executive  Officer  of  PartnerRe  Life  Insurance  Company  of the  U.S.
(previously  known  as  Winterthur  Life  Re  Insurance  Company),  the US  life
reinsurance  subsidiary  of  Partner  Re and a leading  provider  of  multi-line
reinsurance  on a global  scale with  principal  offices in Bermuda,  Greenwich,
Paris and Zurich.  Before  joining  Winterthur  Life Re,  Mr.  Jardin  was Vice
President and General Manager,  Reinsurance,  at Sun Life of Canada from 1986 to
1993.

     "The addition of Dennis Geer and Gordon Jardin as Directors strengthens the
independence  of our Board,  and I am confident that their  extensive  executive
management  experience will prove invaluable as our Company seeks to realize the
full potential of its unique specialty finance  capabilities,"  stated Tom Axon,
Chairman of Franklin Credit  Management  Corp. "I would also like to express our
sincere appreciation for the contributions that two of our senior executives - -
Alan  Joseph and Joe  Caiazzo - - have made to our Board of  Directors  over the
years.  Alan  and Joe are  resigning  from the  Board in order to make  room for
additional independent Directors,  in keeping with 'best practice' trends in the
area of corporate governance."

                  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  operational
headquarters  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)