Contact:    Franklin Resources, Inc.
            Investor Relations: Alan Weinfeld (650) 525-8900
            Corporate Communications: Holly Gibson Brady (650) 312-4701
            franklintempleton.com

- --------------------------------------------------------------------------------
                                                           FOR IMMEDIATE RELEASE

                  FRANKLIN RESOURCES, INC. ANNOUNCES FIRST QUARTER RESULTS

      SAN MATEO, CA, JANUARY 25, 2001 -- Franklin Resources, Inc. (Franklin
Templeton Investments) (NYSE: BEN) today reported net income of $149.5 million,
including net pre-tax realized gains of approximately $17 million more than the
previous quarter or $0.05 per share diluted after tax. Net income was $0.61 per
share diluted, on revenues of $564.1 million for the quarter ended December 31,
2000, compared with net income of $140.8 million, or $0.58 per share diluted, on
revenues of $593.1 million in the preceding quarter and net income of $137.5
million, or $0.55 per share diluted, on revenues of $565.7 million in the
comparable quarter a year ago. Operating revenues for this quarter decreased 5%
from the quarter ended September 30, 2000, due to a decrease in average assets
under management and reduced underwriting and distribution fee revenues. The
company's operating expenses were down this quarter as compared to last quarter,
despite the increase in compensation expense primarily related to annual salary
increases awarded at fiscal year end.

      As of December 31, 2000, assets under management by the company's
subsidiaries were $226.9 billion, as compared to $235.0 billion at this time
last year. Simple monthly average assets under management during the current
quarter were $226.5 billion compared to $231.4 billion in the preceding quarter
and $224.1 billion in the same quarter a year ago. Approximately $3.7 billion of
assets under management were added in October 2000 from the company's Bissett &
Associates Investment Management Ltd. acquisition. Equity assets now comprise
65% of total assets under management as compared to 66% at December 31, 1999.
Fixed income assets now comprise 29% of total assets under management as
compared to 27%, at the same time last year. For the three-month period ended
December 31, 2000, sales and reinvested dividends exceeded redemptions ("net
inflows") complex-wide by $2.6 billion. In the quarter ended September 30, 2000,
redemptions exceeded sales and reinvested dividends ("net outflows") by $1.6
billion and in the quarter ended December 31, 1999 net inflows were $0.7
billion. Domestic equity and fixed income products continued to have strong
relative performance to peer groups, while our global equity products' relative
performance improved materially compared to peer groups.





FIRST QUARTER 2001 HIGHLIGHTS

PERFORMANCE AND PRODUCTS
o    Franklin Templeton  Investments'  overall U.S. domestic  diversified equity
     funds  ranked  #2 out  of  the  20  largest  fund  companies  for  one-year
     performance through December 31, 2000, up from #7 last year and #20 in 1998
     (Kanon Bloch Carre industry report, January 2001).

o    Franklin  Income Fund Class A ranked #1 out of 88 funds in LIPPER'S  Income
     Funds category for its one-year performance of 20.59%.

o    Franklin  Convertible  Securities Fund Class A ranked #1 out of 64 funds in
     LIPPER'S Convertible Securities Funds category for its one-year performance
     of 15.36%.

o    Mutual Series value-oriented  products were up between 12% and 14% in 2000,
     with Mutual Financial  Services up 31%, placing all in their top two LIPPER
     quartiles.

o    Ninety-nine  percent of Franklin  tax-free income Class A assets were rated
     four- or five-star by  Morningstar.  Sixty-nine  percent  ranked in the top
     half of their LIPPER peer groups for one-year  period and 91% for five-year
     period ended December 31, 2000.

o    For the calendar year 2000,  83% of the Templeton  retail funds were in the
     top half of their LIPPER peer groups. Templeton Growth Fund recorded return
     of 1.74%,  beating the MSCI World Index's -12.92% and LIPPER'S Global Funds
     Average of -10.27%.

o    The  following  equity and taxable  fixed  income  funds  ranked in the top
     quartile in their respective LIPPER categories for one-year return of their
     Class A shares as of  December  31,  2000:  Franklin  Equity  Income  Fund,
     Franklin Growth and Income Fund, Franklin Growth Fund, Franklin Real Estate
     Securities  Fund,   Franklin  Strategic  Income  Fund,  Franklin  Strategic
     Mortgage Fund,  Franklin  Utilities Fund,  Mutual  Discovery  Fund,  Mutual
     European Fund, Mutual Financial Services Fund and Templeton Growth Fund.

o    Franklin  Global  Health  Care  Fund  Class A was up  69.27%  for  one-year
     performance as of December 31, 2000.

o    Bissett  Canadian  Equity  Fund Class A  returned  19.7% for the year ended
     December 31, 2000, outperforming the TSE 300 Index's return of 7.4%.

o    Franklin Private Client Group's  calendar  year-end assets under management
     increased more than 64% over 1999.  Small cap, the group's  fastest growing
     investment  strategy,  returned  approximately  9.20%  for the  year  ended
     December 31, 2000 while its benchmark,  the Russell 2000 Growth Index,  was
     down -22.43% for the same time period.

o    Introduced  Franklin  Global  Growth Fund and  Franklin  Global  Aggressive
     Growth Fund in U.S.  and Franklin  World  Growth Fund in Canada.  Fiduciary
     Trust Company International is advising the funds on behalf of Franklin.

o    In partnership with Merrill Lynch,  Franklin Templeton Investments launched
     portfolios for NextGen(SM) College Savings Program, qualified state tuition
     savings program under section 529 of the Internal Revenue Code, and offered
     by the State of Maine.

GLOBAL BUSINESS DEVELOPMENTS
o    Agreed to acquire  Fiduciary  Trust  Company  International  to  strengthen
     presence in high net worth and institutional markets worldwide. Acquisition
     scheduled  to close by  March  2001,  pending  shareholder  and  regulatory
     approvals.

o    Cross-company  teams established to examine most effective ways to leverage
     the strengths of the businesses with Fiduciary.

o    Purchase  of  Bissett  &   Associates   Investment   Management   Ltd.,   a
     top-performing Canadian equity and fixed income manager, completed in early
     October.

o    Launched  Wealth  Management  Group to serve  high net  worth  individuals,
     families,  and private  foundations  in the western U.S. with  personalized
     investment  management and  comprehensive  fiduciary  services.  Customized
     multiple mandates and alternate investment strategies are provided.

o    Received  license from Swiss Federal  Banking  Commission to market over 30
     equity and bond funds in Switzerland.

GLOBAL SERVICE ENHANCEMENTS
o    U.S. domestic transfer agent ranked fifth out of the ten Top Market Leaders
     in service rating agency Dalbar's,  "Overall  Operations Support" category,
     up from ninth place in 1999.

o    Canadian client service team achieved new highs in Dalbar's "Overall Client
     Service"  by ranking 4th out of 18 firms for  English  language  service in
     2000, up from 9th in 1999, and 5th of 14 firms for French language  service
     in 2000, up from 11th in 1999.

o    Dalbar named  franklintempleton.com's  investment representative site a top
     five "Mutual Fund Overall Web Site" for financial professionals.

o    Online  quarterly  statements  made  available  to  fund  shareholders  via
     franklintempleton.com   and  wholesaler   look-up   feature  added  to  the
     investment representative site.

o    Franklin, Templeton and Mutual Series listings now listed under one heading
     in THE WALL STREET JOURNAL (R) and other newspapers,  allowing shareholders
     and  investmenT  representatives  to  track  more  easily  all of  Franklin
     Templeton's U.S. mutual fund performance returns.




 FRANKLIN RESOURCES, INC.
 CONSOLIDATED INCOME STATEMENTS

 (DOLLAR AMOUNTS IN THOUSANDS EXCEPT ASSETS              THREE MONTHS ENDED
 UNDER MANAGEMENT AND PER SHARE DATA)                        DECEMBER 31

                                                                            %
                                                        2000        1999  CHANGE
 OPERATING REVENUES
 Investment management fees                          $345,785    $344,042     1%
 Underwriting and distribution fees                   164,362     164,243      -
 Shareholder servicing fees                            48,222      51,759   (7)%
 Other                                                  5,705       5,623     1%
                                                      --------------------------
 TOTAL OPERATING REVENUES                             564,074     565,667      -
                                                      --------------------------

 OPERATING EXPENSES
 Underwriting and distribution                        145,684     143,168     2%
 Compensation and benefits                            141,859     130,849     8%
 Information systems, technology                       57,528      51,631    11%
   and occupancy
 Advertising and promotion                             22,126      22,545   (2)%
 Amortization of deferred sales commissions            18,236      20,631  (12)%
 Amortization of intangible assets                      9,909       9,283     7%
 Other                                                 19,754      19,925   (1)%
                                                      --------------------------
 TOTAL OPERATING EXPENSES                             415,096     398,032     4%
                                                      --------------------------
 OPERATING INCOME                                     148,978     167,635  (11)%
                                                      --------------------------
 OTHER INCOME (EXPENSE)
 Investment and other income                           49,956      16,679   200%
 Interest expense                                     (2,270)     (3,364)  (33)%
                                                      --------------------------
 OTHER INCOME (EXPENSE), NET                           47,686      13,315   258%
                                                      --------------------------
 Income before taxes on income                        196,664     180,950     9%
 Taxes on income                                       47,199      43,428     9%
                                                      --------------------------
 NET INCOME                                          $149,465    $137,522     9%
                                                     ===========================

 EARNINGS PER SHARE
      Basic                                             $0.61       $0.55    11%
      Diluted                                           $0.61       $0.55    11%

 DIVIDENDS PER SHARE                                   $0.065       $0.06     8%

 AVERAGE SHARES OUTSTANDING (IN THOUSANDS)
      Basic                                           243,708     250,432   (3)%
      Diluted                                         244,409     250,592   (2)%

 EBITDA MARGIN(1)                                         38%         37%     3%
 OPERATING MARGIN(2)                                      26%         30%  (13)%

 ASSETS UNDER MANAGEMENT (IN MILLIONS)

 Beginning of Period                                 $229,923    $218,100     5%
        Sales                                          12,678      10,986    15%
        Reinvested Dividends                            5,419       4,181    30%
        Redemptions                                  (15,472)    (14,435)     7%
  (Depreciation)/appreciation                         (5,639)      16,215    N/A
 END OF PERIOD                                       $226,909    $235,047   (3)%
 SIMPLE MONTHLY AVERAGE FOR PERIOD                   $226,534    $224,135     1%

(1)  EBITDA Margin: Earnings before interest, taxes on income,  depreciation and
     the amortization of intangibles divided by total revenues.
(2)  Operating Margin: Operating income divided by total operating revenues.




FRANKLIN RESOURCES, INC.
CONSOLIDATED INCOME STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT
   PER SHARE DATA)                                      THREE MONTHS ENDED
                                  31-DEC-00    30-SEP-00      %      30-JUN-00     31-MAR-00     31-DEC-99
                                                           CHANGE

OPERATING REVENUES
                                                                               

Investment management fees         $345,785     $354,265     (2)%     $344,805      $356,009     $344,042
Underwriting and distribution fees  164,362      179,728     (9)%      165,181       200,133      164,243
Shareholder servicing fees           48,222       52,312     (8)%       54,143        53,202       51,759
Other                                 5,705        6,745    (15)%        4,768         3,182        5,623
                                   ----------------------------------------------------------------------
TOTAL OPERATING REVENUES            564,074      593,050     (5)%      568,897       612,526      565,667
                                   ----------------------------------------------------------------------
OPERATING EXPENSES
Underwriting and distribution       145,684      160,416     (9)%      142,684       176,876      143,168
Compensation and benefits           141,859      137,155       3%      133,125       134,581      130,849
Information systems, technology      57,528       59,890     (4)%       50,708        51,441       51,631
 and occupancy
Advertising and promotion            22,126       27,477    (19)%       25,279        25,895       22,545
Amortization of deferred sales       18,236       20,416    (11)%       20,980        21,600       20,631
commissions
Amortization of intangible assets     9,909        9,314       6%        9,283         9,283        9,283
Other                                19,754       23,483    (16)%       18,006        20,773       19,925
                                   ----------------------------------------------------------------------
TOTAL OPERATING EXPENSES            415,096      438,151     (5)%      400,065       440,449      398,032
                                   ----------------------------------------------------------------------
OPERATING INCOME                    148,978      154,899     (4)%      168,832       172,077      167,635
                                   ----------------------------------------------------------------------

OTHER INCOME (EXPENSE)
Investment and other income          49,956       33,841      48%       19,836        19,752       16,679
Interest expense                    (2,270)      (3,418)    (34)%      (3,998)       (3,180)      (3,364)
                                   ----------------------------------------------------------------------
OTHER INCOME (EXPENSE), NET          47,686       30,423      57%       15,838       16,572        13,315
                                   ----------------------------------------------------------------------
Income before taxes on income       196,664      185,322       6%      184,670      188,649       180,950
Taxes on income                      47,199       44,499       6%       44,300       45,275        43,428
                                   ----------------------------------------------------------------------
NET INCOME                         $149,465     $140,823       6%     $140,370     $143,374      $137,522
                                   ======================================================================
EARNINGS PER SHARE
     Basic                            $0.61        $0.58       5%        $0.58        $0.58         $0.55
     Diluted                          $0.61        $0.58       5%        $0.58        $0.58         $0.55

DIVIDENDS PER SHARE                  $0.065        $0.06       8%        $0.06        $0.06         $0.06

AVERAGE SHARES OUTSTANDING (IN
  THOUSANDS)
     Basic                          243,708      243,665        -      243,542      246,826       250,432
     Diluted                        244,409      244,078        -      243,741      246,998       250,592

EBITDA MARGIN(1)                        38%          35%       9%          37%          35%           37%
OPERATING MARGIN(2)                     26%          26%        -          30%          28%           30%

EMPLOYEES                             6,328        6,489     (2)%        6,454        6,447         6,631
BILLABLE SHAREHOLDER ACCOUNTS (IN       9.7          9.2       5%         10.5         10.5           9.9
MILLIONS)


(1)  EBITDA Margin:  Earnings before interest taxes on income,  depreciation and
     the amortization of intangibles divided by total revenues.
(2)  Operating Margin: Operating income divided by total operating revenues.





FRANKLIN RESOURCES, INC.
PRELIMINARY SUMMARY BALANCE SHEET
(DOLLAR AMOUNTS IN THOUSANDS)
                                               PRELIMINARY
                                                  DECEMBER          SEPTEMBER
                                                  31, 2000           30, 2000


ASSETS

Current Assets                                  $1,568,222         $1,656,294
Banking Finance Assets                             339,171            299,562
Other Assets                                     2,184,984          2,086,587
- --------------------------------------------------------------------------------
TOTAL ASSETS                                    $4,092,377         $4,042,443
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities                               $404,396           $489,559
Banking/Finance Liabilities                        266,964            238,954
Other Liabilities                                  342,725            348,437
- --------------------------------------------------------------------------------
Total Liabilities                                1,014,085          1,076,950
Total Stockholders' Equity                       3,078,292          2,965,493
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $4,092,377         $4,042,443
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ENDING SHARES OF COMMON STOCK OUTSTANDING          244,129            243,730
- --------------------------------------------------------------------------------








ASSETS UNDER MANAGEMENT BY INVESTMENT OBJECTIVE
     (In billions)

                                       31-DEC-00     30-SEP-00     30-JUN-00     31-MAR-00      31-DEC-99
    EQUITY
                                                                                    
                Global/international       $96.4         $97.6        $103.6        $106.2         $111.0
                Domestic                    50.0          53.9          49.6          49.3           44.3
                                         ----------------------------------------------------------------
                Total Equity               146.4         151.5         153.2         155.5          155.3
                                         ----------------------------------------------------------------

    HYBRID FUNDS                            10.1           9.3           8.9           9.0            9.6

    FIXED INCOME
                Tax-free                    45.0          44.0          43.8          44.6           45.2
                Taxable
                   Domestic                 16.2          15.6          15.3          15.0           15.4
                   Global/international      3.7           4.2           3.5           3.6            3.9
                                         ----------------------------------------------------------------
                Total Fixed Income          64.9          63.8          62.6          63.2           64.5

    MONEY FUNDS                              5.5           5.3           5.2           5.7            5.6
                                         ----------------------------------------------------------------

TOTAL ENDING ASSETS                       $226.9        $229.9        $229.9        $233.4         $235.0
                                         ----------------------------------------------------------------

                                         ----------------------------------------------------------------
SIMPLE MONTHLY AVERAGE ASSETS             $226.5        $231.4        $228.0        $231.0         $224.1
                                         ================================================================





ASSETS UNDER MANAGEMENT & FLOWS
     (IN BILLIONS)
                                                              THREE MONTHS ENDED
                                       31-DEC-00     30-SEP-00      % CHANGE     31-DEC-99      % CHANGE

BEGINNING ASSETS UNDER MANAGEMENT         $229.9        $229.9             -        $218.1            5%
     US RETAIL ASSETS
      Beginning Assets                    $174.1        $172.5            1%        $166.2            5%
      --------------------------------------------------------------------------------------------------
      Sales                                  7.9           8.3          (5)%           7.4            7%
      Reinvested Dividends                   5.0           0.6          733%           4.1           22%
      Redemptions                         (10.9)        (10.0)            9%        (10.9)             -
      Appreciation/(Depreciation)          (7.6)           2.7           N/A           8.8           N/A
      --------------------------------------------------------------------------------------------------
      Ending Assets                        168.5         174.1          (3)%         175.6          (4)%
      --------------------------------------------------------------------------------------------------

     OTHER ASSETS, INCLUDING INTERNATIONAL AND INSTITUTIONAL
      Beginning Assets                      55.8          57.4          (3)%          51.9            8%
      --------------------------------------------------------------------------------------------------
      Sales                                  4.8           3.3           45%           3.6           33%
      Reinvested Dividends                   0.4           0.0          100%           0.1          300%
      Redemptions                          (4.6)         (3.8)           21%         (3.6)           28%
      Appreciation/(Depreciation)            2.0         (1.1)           N/A           7.4         (73)%
      --------------------------------------------------------------------------------------------------
      Ending Assets                         58.4          55.8            5%          59.4          (2)%
      --------------------------------------------------------------------------------------------------
ENDING ASSETS UNDER MANAGEMENT            $226.9        $229.9          (1)%        $235.0          (3)%

TOTAL ASSETS UNDER MANAGEMENT
       BEGINNING ASSETS                   $229.9        $229.9             -        $218.1            5%
      --------------------------------------------------------------------------------------------------
       Sales                                12.7          11.6            9%          11.0           15%
       Reinvested Dividends                  5.4           0.6          800%           4.2           29%
       Redemptions                        (15.5)        (13.8)           12%        (14.5)            7%
       Appreciation/(Depreciation)         (5.6)           1.6           N/A          16.2           N/A
      --------------------------------------------------------------------------------------------------
       ENDING ASSETS                      $226.9        $229.9          (1)%         235.0          (3)%
      --------------------------------------------------------------------------------------------------

Note: A significant number of institutional assets are invested in U.S. Retail funds and are
disclosed in that category in the above table.   Total institutional assets at December 31, 2000
were over $50 billion.







ASSETS UNDER MANAGEMENT & FLOWS BY INVESTMENT OBJECTIVE
     (In billions)

                                                         THREE MONTHS ENDED
                                                    31-DEC-00     30-SEP-00     31-DEC-99
                                                                          

GLOBAL/INTERNATIONAL EQUITY
      Beginning Assets                                  $97.6        $103.6         $96.8
      -----------------------------------------------------------------------------------
      Sales                                               3.7           3.8           5.4
      Reinvested Dividends                                2.9           0.0           2.1
      Redemptions                                       (6.7)         (6.6)         (5.9)
      Appreciation/(Depreciation)                       (1.1)         (3.2)          12.6
      -----------------------------------------------------------------------------------
      Ending Assets                                      96.4          97.6         111.0
      -----------------------------------------------------------------------------------

DOMESTIC EQUITY
      Beginning Assets                                   53.9          49.6          37.6
      -----------------------------------------------------------------------------------
      Sales                                               3.4           3.7           2.0
      Reinvested Dividends                                1.7           0.0           1.4
      Redemptions                                       (2.3)         (2.6)         (2.5)
      Appreciation/(Depreciation)                       (6.7)           3.2           5.8
      -----------------------------------------------------------------------------------
      Ending Assets                                      50.0          53.9          44.3
      -----------------------------------------------------------------------------------

HYBRID
      Beginning Assets                                    9.3           8.9          10.2
      -----------------------------------------------------------------------------------
      Sales                                               0.2           0.2           0.2
      Reinvested Dividends                                0.2           0.1           0.1
      Redemptions                                       (0.4)         (0.4)         (0.6)
      Appreciation/(Depreciation)                         0.8           0.5         (0.3)
      -----------------------------------------------------------------------------------
      Ending Assets                                      10.1           9.3           9.6
      -----------------------------------------------------------------------------------

TAX-FREE INCOME
      Beginning Assets                                   44.0          43.8          48.2
      -----------------------------------------------------------------------------------
      Sales                                               0.9           0.8           0.9
      Reinvested Dividends                                0.3           0.3           0.3
      Redemptions                                       (1.2)         (1.3)         (2.4)
      Appreciation/(Depreciation)                         1.0           0.4         (1.8)
      -----------------------------------------------------------------------------------
      Ending Assets                                      45.0          44.0          45.2
      -----------------------------------------------------------------------------------

TAXABLE FIXED INCOME
      Beginning Assets                                   19.8          18.8          19.7
      -----------------------------------------------------------------------------------
      Sales                                               1.5           1.3           1.0
      Reinvested Dividends                                0.2           0.1           0.2
      Redemptions                                       (1.3)         (1.0)         (1.2)
      Appreciation/(Depreciation)                       (0.3)           0.6         (0.4)
      -----------------------------------------------------------------------------------
      Ending Assets                                      19.9          19.8          19.3
      -----------------------------------------------------------------------------------

MONEY  FUNDS
      Beginning Assets                                    5.3           5.2           5.6
      -----------------------------------------------------------------------------------
      Sales                                               3.0           1.8           1.5
      Reinvested Dividends                                0.1           0.1           0.1
      Redemptions                                       (3.6)         (1.9)         (1.9)
      Appreciation/(Depreciation)                         0.7           0.1           0.3
      -----------------------------------------------------------------------------------
      Ending Assets                                       5.5           5.3           5.6
      -----------------------------------------------------------------------------------
ENDING ASSETS UNDER MANAGEMENT                         $226.9        $229.9        $235.0






CONFERENCE CALL INFORMATION

As previously announced, members of the investment community and general public
are invited to listen to the conference call TODAY, THURSDAY, JANUARY 25, 2001
AT 1:30 PM PACIFIC TIME, by dialing one of the following numbers approximately
TEN MINUTES prior to the scheduled starting time: (800) 230-1085 (U.S. callers)
or (612) 288-0340 (international callers.)

A live broadcast of the conference call will also be available on the Internet.
To access the call, visit franklintempleton.com and click the appropriate
hotlink on the home page.

REPLAY

A replay of the conference call will be available beginning January 25, 2001 at
5:00 pm Pacific Time and will run through February 1, 2001 at 11:59 pm Pacific
Time. To access the replay, please dial (800) 475-6701 (U.S. callers) or (320)
365-3844 (international callers) and enter access code 561146.

      Franklin Templeton Investments provides global and domestic investment
management, shareholder and distribution services to the Franklin, Templeton and
Mutual Series mutual funds, institutional and private accounts in approximately
125 different nations worldwide. Franklin Templeton Investments' headquarters
are located at 777 Mariners Island Blvd., San Mateo, CA.

FORWARD-LOOKING STATEMENTS:

      Statements in this presentation regarding Franklin Resources, Inc.'s
business and proposed acquisition of Fiduciary Trust Company International which
are not historical facts are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve a number of risks, uncertainties and other important factors
that could cause the actual results and outcomes to differ materially from any
future results or outcomes expressed or implied by such forward-looking
statements. Such risks, uncertainties and other important factors include the
following:

o    We face strong competition from numerous and sometimes larger companies.

o    Competing securities dealers and banks could restrict sales of our funds.

o    Changes in the  distribution  channels on which we depend  could reduce our
     revenues and hinder our growth.

o    New share  classes that we have  introduced  yield lower  revenues and have
     reduced operating margins.

o    If our  asset  mix  shifts  to  predominantly  fixed-income  products,  our
     revenues could decline.

o    We have  become  subject  to an  increased  risk of asset  volatility  from
     changes in the global equity markets.

o    The levels of our  assets  under  management  are  subject  to  significant
     fluctuations.


o    We face risks  associated  with conducting  operations in numerous  foreign
     countries.

o    General economic and securities  markets  fluctuations may reduce our sales
     and market share.

o    Our  inability  to meet cash  needs  could  have a  negative  effect on our
     financial condition and business operations.

o    We face increased competition in hiring and retaining qualified employees.

o    Our emerging  market  portfolios  and related  revenues are  vulnerable  to
     political and economic risks associated with emerging markets.

o    Diverse and strong competition limits the interest rates that we can charge
     on consumer loans.

o    Following  the  acquisition  we will be subject to  Federal  Reserve  Board
     regulation.

o    Fluctuating  market  prices  that could  cause the value of the  Franklin's
     stock to be  received  by the  Fiduciary  shareholders  to be less than its
     current value.

o    The  acquisition  could  adversely  affect  Franklin's  combined  financial
     results on the market price of its common stock.

o    Franklin  may not be able to  achieve  the  benefits  it  expects  from the
     acquisition.

o    Uncertainties  associated  with the  acquisition  may cause Fiduciary to be
     clients.

      Please also refer to the risk factors described in Franklin's recent
filings with the U.S. Securities and Exchange Commission, especially with
respect to Franklin, the "Forward-Looking Statements" section of the
Management's Discussion and Analysis Of Financial Condition and Results of
Operations in Franklin's From 10-K for the fiscal year ended September 30, 2000.

ADDITIONAL INFORMATION:

      On December 26, 2000, Franklin filed a registration statement with the
U.S. Securities and Exchange Commission in connection with its proposed
acquisition of Fiduciary Trust Company International. Franklin and Fiduciary
will be jointly preparing an amendment to the registration statement and will be
filing such amendment with the Securities and Exchange Commission as soon as
practicable. FIDUCIARY TRUST COMPANY INTERNATIONAL SHAREHOLDERS ARE URGED TO
READ THE PROSPECTUS AND THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION.
Investors will be able to obtain these documents free of charge at the
Commission's website at www.sec.gov or from Franklin by directing such requests
to Investor Relations, Franklin Resources, Inc., 777 Mariners Island Blvd., San
Mateo, CA 94409, (tel: 1-800-632-2350 x28900).