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

   FRANKLIN RESOURCES, INC. RECEIVES APPROXIMATELY $490 MILLION FROM COMPLETED
                   ZERO-COUPON CONVERTIBLE NOTES OFFERING AND
                COMPLETES PURCHASE OF FRANKLIN RESOURCES' STOCK

     San Mateo, CA, May 11, 2001 -- Franklin Resources, Inc. (Franklin Templeton
Investments)  (NYSE:BEN)  today  announced that it received  approximately  $490
million in net proceeds  upon the closing of the sale of $877 million  principal
amount  at  maturity  of   zero-coupon   convertible   senior   notes  due  2031
("convertible securities"). The total net amount received includes proceeds from
the sale of  approximately  $176  million  in  convertible  securities  from the
exercise of an over-allotment  option by the initial purchaser,  Merrill Lynch &
Co.

     The convertible  securities,  which were offered to qualified institutional
buyers  only,  carry a yield to  maturity  of 1.875% per annum,  with an initial
conversion  premium of 42%.  Each of the $1,000  (principal  amount at maturity)
convertible  securities is convertible into 9.3604 shares of Franklin Resources,
Inc. common stock. Franklin may redeem the convertible securities for cash on or
after  May 11,  2006 at  their  accreted  value.  Franklin  may be  required  to
repurchase the  convertible  securities at the accreted  value  thereof,  at the
option of the holders, on May 11 of 2003, 2004, 2006, 2011, 2016, 2021 and 2026.
In  such  event,  Franklin  may  choose  to pay  the  purchase  price  for  such
repurchases in cash or shares of Franklin common stock.

     Franklin  used  approximately  $129  million of the  offering  proceeds  to
repurchase 3 million  shares of its common stock.  Franklin will use the balance
of the proceeds for general corporate purposes.

     The debt  securities and shares of common stock issuable upon conversion of
the debt securities  have not been  registered  under the United States or state
securities  laws and may not be  offered  or sold in the  United  States  absent
registration or an applicable exemption from the registration requirements.

     Certain  matters  discussed in this press release and in public  statements
relating to the release may  constitute  forward-looking  statements  within the
meaning of the  federal  securities  laws.  For a  discussion  of such risks and
uncertainties which could cause actual results to differ from those contained in
the  forward-looking  statements,  see "Risk  Factors" in the  company's  Annual
Report,  Form 10-K for the most recently ended fiscal year as well as subsequent
documents filed by the company with the Securities and Exchange Commission.

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