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): October 12, 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



------------------------------------------------------------------------------
Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))

<PAGE>



                                 CURRENT REPORT

                                TABLE OF CONTENTS

                                                                         Page

Item 1.01    Entry into a Material Definitive Agreement.....................3

Item 5.02.   Departure of Directors or Principal Officers;
             Election of Directors; Appointment of Principal
             Officers........................................................4

Item 9.01    Exhibits........................................................4

Signature    ................................................................5

<PAGE>



Item 1.01     Entry into a Material Definitive Agreement.

     Please see Item 5.02(c) below for a description of the material terms of a
binding term sheet entered into by the Company and Jeffrey R. Johnson (the "Term
Sheet") who was  elected to the Board of  Directors and as the Company's new
President and Chief Executive Officer on October 12, 2004.

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

        (c)   At a board meeting on October 12, 2004, Jeffrey R.Johnson, age 54,
was appointed by the Board of Directors of the Company to the positions of
President, Chief Executive Officer and Director of the Company.  On October 20,
2004, the Company will issue a press release, a copy of which is attached
hereto as Exhibit 99.1, announcing Mr. Johnson's appointment.

         Mr. Johnson has over twenty years experience in the mortgage and
financial services industry.  From 2003 until his engagement by the Company, Mr
.. Johnson pursued private equity investments in the mortgage and financial
services industry.  From 2000 until 2002, Mr. Johnson served as President and
Chief Executive Officer of GMAC Bank, a wholly-owned subsidiary of the General
Motors Corporation, which provides banking services to the various affiliates
and customers of GM.  From 1997 until 2000, he served as President and Chief
Executive Officer of Equifax Secure, a wholly-owned subsidiary of Equifax Inc.,
which provided advanced technology solutions that allow consumers and companies
to securely conduct financial transactions and exchange information over the
Internet.  From 1989 until 1997, he served as President and Chief Executive
Officer of The Prudential Bank & Trust Company, a wholly-owned subsidiary of
The Prudential Insurance Company, where he created a remote consumer banking
business with over 1.5 million customer relationships.  The bank offered an
array of retail and commercial products including credit cards, home equity
loans, consumer deposits and trust services.  Mr. Johnson also held managerial
and executive positions with Citibank, NationsBank, The Clorox Company and
Colgate Palmolive.

         Pursuant to the Term Sheet, the Company shall employ Mr. Johnson for a
period of 5 years, commencing October 4, 2004.  Mr.Johnson shall receive an
annual base salary of not less than $325,000 and is eligible to receive a bonus
that is equal to 2.5% of after tax profits of the Company in excess of $500,000,
provided that certain corporate and personal performance goals are met.  For
fiscal 2004, Mr. Johnson will receive a bonus pro-rated for the number of months
worked that year.

         Pursuant to the Term Sheet, Mr. Johnson will be reimbursed by the
Company for certain expenses associated with his relocating, and be entitled to
certain payments in the event of his termination by the Company without cause,
or in connection with a change of control, each of which will be addressed in
greater detail in Mr. Johnson's final employment agreement, which is currently
being negotiated.  Until such final agreement is negotiated, the Term Sheet
shall be a binding agreement.

         Pursuant to the Term Sheet, Mr. Johnson is entitled to a restricted
stock grant of 100,000 shares of Company common stock of which 10,000 shall
vest on January 1, 2005, 5,000 shall vest on the first day after each fiscal
quarter from April 1, 2005 until January 1, 2007 and 6,250 shares shall vest on
the first day after each fiscal quarter from April 1, 2007 until January 1,
2009, so long as Mr. Johnson remains in the employ of the Company.  Mr. Johnson
shall make an 83(b) election with respect to the restricted shares and the
Company shall reimburse him on a grossed up basis for any taxes due from having
made such election.

        Pursuant to the Term Sheet, Mr. Johnson agreed to purchase 20,000 shares
of Company stock directly from the Company at a purchase price per share equal
to the weighted average closing price of the Company's stock during the month
of September 2004 and will be granted certain registration rights with respect
to such shares.

        Also, pursuant to the Term Sheet, the Company agreed that Mr. Johnson
would be elected to the Company's Board of Directors.

        There are no family relationships between Mr. Johnson and any director
or officer of the Company.

         (d)  On October 12, 2004, Mr. Johnson was elected by the Company's
Board of Directors to fill a vacancy on the board, in
accordance with the provisions set forth in the Term Sheet.

Item 9.01.        Exhibits.

          (c)

Exhibit No.        Description

99.1               Press release, dated October 20, 2004, entitled "Jeff Johnson
                   Joins Franklin Credit Management Team as Chief Executive
                   Officer"
<PAGE>

                                    SIGNATURE

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

Date:    October 20th, 2004

                                                FRANKLIN CREDIT MANAGEMENT
                                                CORPORATION

                                               By:  /s/ Thomas J Axon
                                               Name: Thomas J Axon
                                               Title:Chairman

<PAGE>

                                  Exhibit 99.1


For Immediate Release

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


  JEFF JOHNSON JOINS FRANKLIN CREDIT MANAGEMENT TEAM AS CHIEF EXECUTIVE OFFICER

NEW YORK, New York (October 20, 2004) - Franklin  Credit  Management  Corp. (OTC
BB: FCSC), a specialty  financial  services  company that acquires,  manages and
sells sub-prime  residential  mortgage  assets,  today announced that Jeffrey R.
Johnson  has  joined  the  Company's  management  team as  President  and  Chief
Executive  Officer.  Mr. Johnson has also been elected to the Company's Board of
Directors.

Mr.  Johnson  brings to  Franklin a wealth of  executive  experience  within the
residential mortgage and financial service industries. He served as the founding
President and CEO of GMAC Bank, a wholly-owned  subsidiary of the General Motors
Corporation. This multi-billion dollar bank provides captive banking services to
various GM affiliates, especially their residential mortgage operation.

From 1997 to 2000, Mr. Johnson served as President and CEO of Equifax Secure,  a
wholly-owned  subsidiary  of Equifax,  a global  provider of credit,  financial,
public record,  demographic and marketing  information.  Equifax Secure provides
advanced  technology  solutions  that allow  consumers and companies to securely
conduct financial transactions and exchange information over the Internet.

From 1989 to 1997, Mr. Johnson was the President and CEO of the Prudential  Bank
and  Trust  Company,  a  wholly-owned  subsidiary  of The  Prudential  Insurance
Company,  where he created a $4 billion remote  consumer  banking  business with
over 1.5 million customer relationships. The bank offered an array of retail and
commercial products including credit cards, home equity loans, consumer deposits
and trust services.

Prior to joining  Prudential,  Mr. Johnson held executive positions in marketing
and  finance  with  Nations  Bank,  Citicorp,  the Clorox  Company  and  Colgate
Palmolive.

"We are  extremely  pleased to welcome Jeff  Johnson as our new Chief  Executive
Officer,"  stated Thomas J. Axon,  Chairman of Franklin Credit  Management Corp.
"His  extensive  management  experience  in finance,  marketing,  and  strategic
planning should prove invaluable as our Company pursues a more aggressive growth
strategy in coming years."

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)
[{"type": "8-K", "sequence": "1", "filename": "fcmc8kb.txt", "description": "ANNOUNCEMENT OF CEO", "secsgml_size_bytes": 14008}]
{"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": "041087109"}, "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): October 12, 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

------------------------------------------------------------------------------
Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))
CURRENT REPORT

                                TABLE OF CONTENTS

                                                                         Page

Item 1.01    Entry into a Material Definitive Agreement.....................3

Item 5.02.   Departure of Directors or Principal Officers;
             Election of Directors; Appointment of Principal
             Officers........................................................4

Item 9.01    Exhibits........................................................4

Signature    ................................................................5
Item 1.01     Entry into a Material Definitive Agreement.

     Please see Item 5.02(c) below for a description of the material terms of a
binding term sheet entered into by the Company and Jeffrey R. Johnson (the "Term
Sheet") who was  elected to the Board of  Directors and as the Company's new
President and Chief Executive Officer on October 12, 2004.

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

        (c)   At a board meeting on October 12, 2004, Jeffrey R.Johnson, age 54,
was appointed by the Board of Directors of the Company to the positions of
President, Chief Executive Officer and Director of the Company.  On October 20,
2004, the Company will issue a press release, a copy of which is attached
hereto as Exhibit 99.1, announcing Mr. Johnson's appointment.

         Mr. Johnson has over twenty years experience in the mortgage and
financial services industry.  From 2003 until his engagement by the Company, Mr
.. Johnson pursued private equity investments in the mortgage and financial
services industry.  From 2000 until 2002, Mr. Johnson served as President and
Chief Executive Officer of GMAC Bank, a wholly-owned subsidiary of the General
Motors Corporation, which provides banking services to the various affiliates
and customers of GM.  From 1997 until 2000, he served as President and Chief
Executive Officer of Equifax Secure, a wholly-owned subsidiary of Equifax Inc.,
which provided advanced technology solutions that allow consumers and companies
to securely conduct financial transactions and exchange information over the
Internet.  From 1989 until 1997, he served as President and Chief Executive
Officer of The Prudential Bank & Trust Company, a wholly-owned subsidiary of
The Prudential Insurance Company, where he created a remote consumer banking
business with over 1.5 million customer relationships.  The bank offered an
array of retail and commercial products including credit cards, home equity
loans, consumer deposits and trust services.  Mr. Johnson also held managerial
and executive positions with Citibank, NationsBank, The Clorox Company and
Colgate Palmolive.

         Pursuant to the Term Sheet, the Company shall employ Mr. Johnson for a
period of 5 years, commencing October 4, 2004.  Mr.Johnson shall receive an
annual base salary of not less than $325,000 and is eligible to receive a bonus
that is equal to 2.5% of after tax profits of the Company in excess of $500,000,
provided that certain corporate and personal performance goals are met.  For
fiscal 2004, Mr. Johnson will receive a bonus pro-rated for the number of months
worked that year.

         Pursuant to the Term Sheet, Mr. Johnson will be reimbursed by the
Company for certain expenses associated with his relocating, and be entitled to
certain payments in the event of his termination by the Company without cause,
or in connection with a change of control, each of which will be addressed in
greater detail in Mr. Johnson's final employment agreement, which is currently
being negotiated.  Until such final agreement is negotiated, the Term Sheet
shall be a binding agreement.

         Pursuant to the Term Sheet, Mr. Johnson is entitled to a restricted
stock grant of 100,000 shares of Company common stock of which 10,000 shall
vest on January 1, 2005, 5,000 shall vest on the first day after each fiscal
quarter from April 1, 2005 until January 1, 2007 and 6,250 shares shall vest on
the first day after each fiscal quarter from April 1, 2007 until January 1,
2009, so long as Mr. Johnson remains in the employ of the Company.  Mr. Johnson
shall make an 83(b) election with respect to the restricted shares and the
Company shall reimburse him on a grossed up basis for any taxes due from having
made such election.

        Pursuant to the Term Sheet, Mr. Johnson agreed to purchase 20,000 shares
of Company stock directly from the Company at a purchase price per share equal
to the weighted average closing price of the Company's stock during the month
of September 2004 and will be granted certain registration rights with respect
to such shares.

        Also, pursuant to the Term Sheet, the Company agreed that Mr. Johnson
would be elected to the Company's Board of Directors.

        There are no family relationships between Mr. Johnson and any director
or officer of the Company.

         (d)  On October 12, 2004, Mr. Johnson was elected by the Company's
Board of Directors to fill a vacancy on the board, in
accordance with the provisions set forth in the Term Sheet.

Item 9.01.        Exhibits.

          (c)

Exhibit No.        Description

99.1               Press release, dated October 20, 2004, entitled "Jeff Johnson
                   Joins Franklin Credit Management Team as Chief Executive
                   Officer"
SIGNATURE

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

Date:    October 20th, 2004

                                                FRANKLIN CREDIT MANAGEMENT
                                                CORPORATION

                                               By:  /s/ Thomas J Axon
                                               Name: Thomas J Axon
                                               Title:Chairman
Exhibit 99.1

For Immediate Release

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

  JEFF JOHNSON JOINS FRANKLIN CREDIT MANAGEMENT TEAM AS CHIEF EXECUTIVE OFFICER

NEW YORK, New York (October 20, 2004) - Franklin  Credit  Management  Corp. (OTC
BB: FCSC), a specialty  financial  services  company that acquires,  manages and
sells sub-prime  residential  mortgage  assets,  today announced that Jeffrey R.
Johnson  has  joined  the  Company's  management  team as  President  and  Chief
Executive  Officer.  Mr. Johnson has also been elected to the Company's Board of
Directors.

Mr.  Johnson  brings to  Franklin a wealth of  executive  experience  within the
residential mortgage and financial service industries. He served as the founding
President and CEO of GMAC Bank, a wholly-owned  subsidiary of the General Motors
Corporation. This multi-billion dollar bank provides captive banking services to
various GM affiliates, especially their residential mortgage operation.

From 1997 to 2000, Mr. Johnson served as President and CEO of Equifax Secure,  a
wholly-owned  subsidiary  of Equifax,  a global  provider of credit,  financial,
public record,  demographic and marketing  information.  Equifax Secure provides
advanced  technology  solutions  that allow  consumers and companies to securely
conduct financial transactions and exchange information over the Internet.

From 1989 to 1997, Mr. Johnson was the President and CEO of the Prudential  Bank
and  Trust  Company,  a  wholly-owned  subsidiary  of The  Prudential  Insurance
Company,  where he created a $4 billion remote  consumer  banking  business with
over 1.5 million customer relationships. The bank offered an array of retail and
commercial products including credit cards, home equity loans, consumer deposits
and trust services.

Prior to joining  Prudential,  Mr. Johnson held executive positions in marketing
and  finance  with  Nations  Bank,  Citicorp,  the Clorox  Company  and  Colgate
Palmolive.

"We are  extremely  pleased to welcome Jeff  Johnson as our new Chief  Executive
Officer,"  stated Thomas J. Axon,  Chairman of Franklin Credit  Management Corp.
"His  extensive  management  experience  in finance,  marketing,  and  strategic
planning should prove invaluable as our Company pursues a more aggressive growth
strategy in coming years."

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)