EXHIBIT 99.1
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FROM:   Franklin Resources, Inc.
        Corporate Communications:    Lisa Gallegos (650) 312-3395
        Investor Relations:          Greta Gahl (650) 312-4091
        franklintempleton.com
                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

     FRANKLIN RESOURCES, INC., ANNOUNCES SETTLEMENT AGREEMENT BY SUBSIDIARY
                     WITH SECURITIES AND EXCHANGE COMMISSION

San Mateo, CA, August 2, 2004 - Franklin  Resources,  Inc.  (Franklin  Templeton
Investments)  (NYSE:  BEN) announced today that an agreement has been reached by
its subsidiary, Franklin Advisers, Inc. (Franklin Advisers), with the Securities
and Exchange  Commission (SEC) that resolves the issues resulting from the SEC's
investigation of market timing activity.

Under  the  terms of an Order  issued  by the SEC,  pursuant  to which  Franklin
Advisers neither admits nor denies any wrongdoing, the Company has agreed to pay
$50 million to be distributed to Franklin Templeton fund shareholders,  of which
$20 million is a civil  penalty.  The settlement had been accrued by the Company
in its fiscal  quarter ended March 31, 2004 and will not result in an additional
charge to  income.  As  previously  disclosed,  the  Company  continues  to have
discussions towards resolving governmental investigations concerning payments to
securities   dealers   who   sell   fund   shares   commonly   referred   to  as
"revenue-sharing".

In the Order, the SEC recognized that Franklin Templeton has generally sought to
detect,  discourage and prevent market timing in its funds and began to increase
its efforts to control market timing in 1999.

Charles B. Johnson,  chairman of Franklin Resources,  Inc.,  commented,  "In the
late `90s, we began implementing progressively more aggressive steps in our work
to deter abusive market timing. We have always been committed to looking out for
the best  interests  of our  long-term  shareholders,  while,  at the same time,
respecting the  fundamental  rights of all  shareholders  to retain both maximum
liquidity and their right to freely allocate their own assets.

As part of our  ongoing  efforts,  we have  conducted a  comprehensive  internal
review with the help of outside  counsel.  To date, we have not  identified  any
instances  of late  trading,  nor have we  identified  any market  timing by our
portfolio managers, investment analysts or officers of Franklin Resources, Inc."

Key provisions of the Order include:

     *    Enhancement and periodic review of compliance policies and procedures,
          and establishment of a corporate ombudsman;
     *    Establishment of a new internal position whose  responsibilities shall
          include compliance matters related to conflicts of interests; and
     *    Retention of an Independent  Distribution Consultant to develop a plan
          to distribute the $50 million to fund shareholders.

"These  provisions will be  incorporated  along with other steps we have already
taken to address these  issues,"  said Martin L.  Flanagan,  co-chief  executive
officer of  Franklin  Resources,  Inc.  "Protecting  the best  interests  of our
shareholders  and  clients  has  always  been our  first  priority  at  Franklin
Templeton.  We are fully  committed to making any necessary  policy changes that
will help us better serve our shareholders and clients."

Greg Johnson,  co-chief executive officer,  added, "Our focus continues to be on
consistently  delivering strong investment performance and providing the highest
standard  of service to our  investors.  While this has been a very  challenging
time for the mutual fund industry and Franklin Templeton,  we truly believe that
our company and our industry will be strengthened in the long run."



Franklin  Resources,  Inc.  [NYSE:BEN],  is  a  global  investment  organization
operating as Franklin  Templeton  Investments.  Franklin  Templeton  Investments
provides  global and domestic  investment  management  solutions  managed by its
Franklin, Templeton, Mutual Series and Fiduciary Trust investment teams. The San
Mateo, CA-based company has more than 50 years of investment experience and over
$350  billion  in  assets  under  management  as of  June  30,  2004.  For  more
information, please call 1-800/DIAL BEN(R) or visit franklintempleton.com.


FORWARD-LOOKING STATEMENTS

Statements in this press release regarding Franklin Resources,  Inc.'s business,
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,  some of which are listed below, 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.  These and other risks,
uncertainties  and other  important  factors  are  described  in more  detail in
Franklin's  recent  filings with the U.S.  Securities  and Exchange  Commission,
including,  without  limitation,  the "Risk Factors" section of the Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  in
Franklin's  Annual  Report on Form 10-K for the fiscal year ended  September 30,
2003, and Franklin's most recent Form 10-Q.

     *    Governmental  investigations,   settlements  of  such  investigations,
          ongoing and proposed governmental actions, and regulatory examinations
          of the company and its business activities as described in more detail
          in the  company's  press  releases and  regulatory  filings as well as
          civil  litigation  arising  out of or  related to such  matters  could
          adversely  impact  our assets  under  management,  increase  costs and
          negatively   impact  the  profitability  of  the  company  and  future
          financial results.
     *    Regulatory  or  legislative  actions and reforms,  particularly  those
          specifically  focused on the mutual  fund  industry,  could  adversely
          impact our assets  under  management,  increase  costs and  negatively
          impact the profitability of the company and future financial results.
     *    Volatility  in the equity  markets  may cause the levels of our assets
          under management to fluctuate significantly.
     *    Weak  market  conditions  may lower our assets  under  management  and
          reduce our revenues and income.
     *    We  face  strong   competition  from  numerous  and  sometimes  larger
          companies.
     *    Changes in the  distribution  channels on which we depend could reduce
          our revenues or hinder our growth.
     *    We face  risks  associated  with  conducting  operations  in  numerous
          foreign countries.
     *    Certain of the  portfolios we manage,  including  our emerging  market
          portfolios and related  revenues,  are  vulnerable to  market-specific
          political or economic risks.
     *    Our ability to meet cash needs depends upon certain factors, including
          our asset value, credit worthiness and the market value of our stock.
     *    Technology  and operating  risk and  limitations  could  constrain our
          operations.

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