EXHIBIT 99.1
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                  STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
                     OFFICER AND PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

I, Charles B. Johnson, state and attest that:

1.   To the best of my knowledge,  based upon a review of the covered reports of
     Franklin  Resources,  Inc. and,  except as corrected or  supplemented  in a
     subsequent covered report:

     *    no covered report  contained an untrue statement of a material fact as
          of the end of the period  covered by such  report (or in the case of a
          report on Form 8-K or definitive  proxy  materials,  as of the date on
          which it was filed); and

     *    no covered  report  omitted to state a material fact necessary to make
          the statements in the covered  report,  in light of the  circumstances
          under which they were made, not misleading as of the end of the period
          covered  by such  report  (or in the case of a  report  on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

2.   I have reviewed the contents of this  statement  with the  Company's  audit
     committee.

3.   In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

     *    the Annual  Report on Form 10-K of Franklin  Resources,  Inc.  for the
          fiscal  year  ended  September  30,  2001  filed  with the  Securities
          Exchange Commission on December 26, 2001;

     *    all reports on Form 10-Q,  all reports on Form 8-K and all  definitive
          proxy materials of Franklin Resources,  Inc. filed with the Commission
          subsequent to the filing of the Form 10-K identified above; and

     *    any amendments to any of the foregoing.



/s/ Charles B. Johnson               Subscribed and sworn to (or affirmed)
- ----------------------               before me on this 7th day of August 2002.
Charles B. Johnson

Dated: August 7, 2002
                                     /s/ Dana R. Backus
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                                     Notary Public

                                     My Commission Expires: 10-31-03
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