EXHIBIT 99.1
                                                                    ------------

                                                       One Franklin Parkway
                                                       San Mateo, CA  94403-1906

                                                       tel  650/312.2000
                                                       franklintempleton.com
[LOGO OMITTED]
- --------------------------------------------------------------------------------
Contact:    Franklin Resources, Inc.
            Investor Relations: Greta Gahl (650) 312-4091
            Corporate Communications:  Holly Gibson Brady (650) 312-4701
            franklintempleton.com
- --------------------------------------------------------------------------------
                                                           FOR IMMEDIATE RELEASE

            FRANKLIN RESOURCES, INC. ANNOUNCES THIRD QUARTER RESULTS


SAN MATEO,  CA, JULY 28, 2005 - Franklin  Resources,  Inc.  (Franklin  Templeton
Investments)  (NYSE: BEN) today reported net income of $261.9 million,  or $1.00
per share diluted on revenues of $1,109.7 million for the quarter ended June 30,
2005. In the quarter  ended March 31, 2005,  net income was $221.3  million,  or
$0.85 per share diluted, on revenues of $1,051.2 million.  For the quarter ended
June 30,  2004,  net income was $173.9  million,  or $0.67 per share  diluted on
revenues of $867.8 million. Operating income increased 27% this quarter over the
prior quarter and increased 44% over the same quarter in the prior year.

As of June 30, 2005, assets under management by the company's  subsidiaries were
$425.4 billion,  as compared to $412.1 billion as of the end of last quarter and
$350.8 billion at the end of the third quarter last year. Simple monthly average
assets under management  during the current quarter were $416.0 billion compared
to $407.4  billion  in the  preceding  quarter  and  $347.8  billion in the same
quarter a year ago. Equity assets comprised 57% of total assets under management
consistent  with  the  last  quarter  and  compared  to 56% at  June  30,  2004.
Fixed-income  assets comprised 24% of total assets under  management  consistent
with the last quarter and compared to 27% at the same time last year. As of June
30, 2005,  hybrid  assets  accounted  for 17% of total  assets under  management
consistent  with the last quarter and  compared to 16% at June 30,  2004.  Sales
exceeded  redemptions by $7.7 billion for the current quarter  compared to $11.5
billion for the prior quarter and $2.0 billion for the comparable quarter a year
ago.



                                      -1-


FISCAL THIRD QUARTER 2005 HIGHLIGHTS

PERFORMANCE AND PRODUCTS /1,/2
(See important footnotes in "Supplemental Information" section at the end of the
release.)

*    Over 85% of Franklin Templeton's long-term mutual fund assets were in funds
     ranked in the top two quartiles of their respective  LIPPER peer groups for
     the one-, three-, five- and 10-year periods ended June 30, 2005. /3,/4
*    More than 95% of Franklin  Templeton's fixed income mutual fund assets were
     in funds ranked in the top two  quartiles of their  respective  LIPPER peer
     groups for the one-, three-, five- and 10-year periods ended June 30, 2005.
     /3,/5
*    Over 80% of Franklin  Templeton's  equity  mutual fund assets were in funds
     ranked in the top two quartiles of their respective  LIPPER peer groups for
     the one-, three, five- and 10-year periods ended June 30, 2005. /3,/6
*    100% of Mutual Series equity mutual fund assets were in funds ranked in the
     top two  quartiles  of their  respective  LIPPER  peer groups for the one-,
     three-, five- and 10-year periods ended June 30, 2005. /3,/7
*    Franklin  Income Fund, the company's  largest fund with over $35 billion in
     assets as of June 30, 2005, ranked in the top quintile of the LIPPER Income
     Funds peer group for total return  among 237,  150, 93 and 25 funds for the
     one-,  three-,  five- and  10-year  periods.  /3,/8 The fund also  received
     LIPPER Leader awards for Total Return,  Consistent Return and Preservation,
     and  was  rated 5 stars  overall  by  MORNINGSTAR  among  243  Conservative
     Allocation funds as of June 30, 2005. /16,/17
*    Templeton  Growth  Fund  ranked  in the  top  third  of the  LIPPER  Global
     Large-Cap  Value Funds peer group for total  return  among 21, 21, 16 and 4
     funds for the one-, three-,  five- and 10-year periods ended June 30, 2005.
     /3,/9 The fund  received a LIPPER  Leader award for  Preservation,  and was
     rated 4 stars overall by Morningstar among 293 World Stock funds as of June
     30, 2005. /16,/17
*    Mutual  Shares Fund ranked in the top third of the LIPPER  Multi-Cap  Value
     Funds peer group for total return among 467,  361, 237 and 89 funds for the
     one-,  three-,  five- and 10-year  periods ended June 30, 2005.  /3,/10 The
     fund received a LIPPER Leader award for Preservation, and was rated 4 stars
     overall by  MORNINGSTAR  among 828 Large Value  funds as of June 30,  2005.
     /16,/17
*    Mutual  Discovery Fund ranked in the top two quartiles of the LIPPER Global
     Multi-Cap  Value Funds peer group for total  return among 49, 44, 27 and 12
     funds for the one-, three-,  five- and 10-year periods ended June 30, 2005.
     /3,/11 The fund received  LIPPER Leader  awards for  Consistent  Return and
     Preservation,  and was rated 5 stars overall by MORNINGSTAR among 293 World
     Stock funds as of June 30, 2005. /16,/17
*    Templeton  Global Bond Fund ranked in the top quintile of the LIPPER Global
     Income  Funds peer group for total return among 93, 84, 64 and 35 funds for
     the one-, three-, five- and 10-year periods ended June 30, 2005. /3,/12 The
     fund received LIPPER Leader awards for Total Return and Consistent  Return,
     and was rated 4 stars overall by MORNINGSTAR  among 123 World Bond funds as
     of June 30, 2005. /16,/17
*    Templeton  World Fund ranked in the top two  quartiles of the LIPPER Global
     Multi-Cap  Core Funds peer group for total  return  among 61, 50, 37 and 11
     funds for the one-, three-,  five- and 10-year periods ended June 30, 2005.
     /3,/13  The fund  received  LIPPER  Leader  awards  for  Total  Return  and
     Consistent  Return,  and was rated 4 stars overall by MORNINGSTAR among 293
     World Stock funds as of June 30, 2005. /16,/17
*    Franklin Federal Tax-Free Income Fund ranked in the top third of the LIPPER
     General  Municipal  Debt Funds peer group for total return among 281,  257,
     225 and 146 funds for the one-,  three-,  five- and 10-year  periods  ended
     June 30, 2005.  /3,/14 The fund  received  LIPPER  Leader  awards for Total
     Return and Consistent  Return, and was rated 4 stars overall by MORNINGSTAR
     among 245 Muni National Long funds as of June 30, 2005. /16,/17
*    Franklin  High-Yield  Tax-Free  Income  Fund ranked in the top third of the
     LIPPER High Yield  Municipal  Debt Funds peer group for total  return among
     78, 71, 67 and 32 funds for the one-,  three-,  five- and  10-year  periods
     ended June 30,  2005.  /3,/15 The fund  received a LIPPER  Leader award for
     Preservation,  and was rated 4 stars overall by  MORNINGSTAR  among 75 High
     Yield Muni funds as of June 30, 2005. /16,/17
*    Launched  two  new  U.S.   retail   funds.   Templeton   Income  Fund,   an
     income-oriented  fund designed to capitalize  on  opportunities  offered by
     global equity and global fixed income  markets,  will be jointly managed by
     the  Templeton  Global  Equity and Franklin  Templeton  Fixed Income teams.
     Franklin Mid Cap Value Fund,  managed by the longstanding value equity team
     led by Bill  Lippman,  rounds  out  Franklin's  market  cap-specific  value
     lineup.
*    Launched  two new  Franklin  Templeton  Variable  Insurance  Product  Trust
     (FTVIPT) funds, the FTVIPT Franklin Flex Cap Growth Securities Fund and the
     FTVIPT Franklin Large Cap Value Securities Fund.
*    Franklin Templeton Portfolio  Advisors,  Inc. introduced a Multi Cap Growth
     portfolio and a Mid Cap Growth portfolio for managed account investors.

                                      -2-


PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE,  WHICH DOES NOT GUARANTEE FUTURE
RESULTS.  INVESTMENT  RETURN AND  PRINCIPAL  VALUE WILL  FLUCTUATE  WITH  MARKET
CONDITIONS  SO THAT YOU MAY HAVE A GAIN OR LOSS  WHEN YOU SELL  SHARES.  CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN PERFORMANCE QUOTED. PLEASE CALL FRANKLIN
TEMPLETON   INVESTMENTS   AT  1-800/DIAL   BEN(R)   (1-800/342-5236)   OR  VISIT
FRANKLINTEMPLETON.COM FOR MOST RECENT MONTH-END PERFORMANCE.

GLOBAL BUSINESS DEVELOPMENTS

*    Franklin  Value Group, a $50 billion  umbrella for the firm's  Franklin and
     Mutual  Series value  investment  products,  was formed.  It is led by Bill
     Lippman and Peter Langerman.
*    Total Societes  d'Investissement  a Capital  Variable  (SICAV) assets under
     management exceeded $31 billion during the quarter.
*    Assets under management in Belgium, Netherlands and Luxembourg (part of the
     company's European region) crossed the $1 billion mark.
*    Two new SICAV funds,  Templeton  Global  Income Fund and  Templeton  Global
     Equity Income Fund, were launched.
*    The  Franklin   Templeton   Investments   Japan-based   equity  team  began
     sub-advising the Hong Kong-domiciled Franklin Templeton MPF Japan Fund, the
     only fund with a Japan mandate managed by a local investment team in Japan.
*    Internal research shows over 24% of U.S. retail financial  advisors selling
     Franklin Templeton funds sell three or more asset classes, an increase from
     approximately 11% and 22% for the first and second fiscal quarters in 2005,
     respectively.
*    Franklin Templeton  received the 2005  ASIANINVESTOR  Achievement Award for
     5-year  risk-adjusted  performance  in the Global Fixed  Income  (unhedged)
     category.  Fiduciary Trust received the same award for 3-year risk-adjusted
     performance.
*    FINANZtest,  a  German  publication,  named  Franklin  Templeton  the  best
     investment company in Germany out of 32 fund management  companies based on
     fund performance and transparency of fund information.
*    Completed  the  initial  offering  of Franklin  Sealand  China  Income Fund
     raising the equivalent of approximately $82 million from investors.




                                      -3-





FRANKLIN RESOURCES, INC.
CONSOLIDATED INCOME STATEMENTS
(Dollar amounts in thousands except per share data)                 THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                         JUNE 30                             JUNE 30
                                                            ------------------------------------------------------------------------
                                                                                        %                                    %
                                                                2005        2004      CHANGE       2005         2004       CHANGE
                                                                ----        ----      ------       ----         ----       ------
                                                                                                         
OPERATING REVENUES
Investment management fees                                    $642,034    $505,409       27%    $1,801,191   $1,459,512       23%
Underwriting and distribution fees                             386,950     282,852       37%     1,104,669      857,458       29%
Shareholder servicing fees                                      64,609      60,582        7%       192,088      183,644        5%
Consolidated sponsored investment products income,
   net                                                           1,306       1,136       15%         3,282        2,645       24%
Other, net                                                      14,835      17,836     (17%)        45,707       53,217     (14%)
                                                          --------------------------------------------------------------------------
TOTAL OPERATING REVENUES                                     1,109,734     867,815       28%     3,146,937    2,556,476       23%
                                                          --------------------------------------------------------------------------
OPERATING EXPENSES
Underwriting and distribution                                  359,657     252,250       43%     1,018,455      769,035       32%
Compensation and benefits                                      232,971     193,532       20%       662,387      579,875       14%
Information systems, technology and occupancy                   73,253      67,464        9%       209,866      205,525        2%
Advertising and promotion                                       36,845      31,139       18%        94,061       84,306       12%
Amortization of deferred sales commissions                      29,361      24,688       19%        91,356       72,133       27%
Amortization of intangible assets                                4,348       4,398        1%        13,108       13,201      (1%)
Provision for governmental investigations, proceedings
   and actions                                                 (8,385)      21,500       N/A        33,658       81,500     (59%)
September 11, 2001 recovery, net                                    --          --        --            --     (30,277)    (100%)
Other                                                           35,205      31,858       11%       104,202       92,122       13%
                                                          --------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                       763,255     626,829       22%     2,227,093    1,867,420       19%
                                                          --------------------------------------------------------------------------
OPERATING INCOME                                               346,479     240,986       44%       919,844      689,056       33%
                                                          --------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Consolidated sponsored investment products
   gains/(losses), net                                           4,402     (3,463)       N/A        19,013        6,356      199%
Investment and other income                                     21,849      14,300       53%        87,814       59,437       48%
Interest expense                                               (9,017)     (7,832)       15%      (25,245)     (22,742)       11%
                                                          --------------------------------------------------------------------------
OTHER INCOME, NET                                               17,234       3,005      474%        81,582       43,051       90%
                                                          --------------------------------------------------------------------------

Income before taxes on income and cumulative effect
   of an accounting change                                     363,713     243,991       49%     1,001,426      732,107       37%
Taxes on income                                                101,840      70,095       45%       278,290      217,903       28%
                                                          --------------------------------------------------------------------------

INCOME BEFORE CUMULATIVE EFFECT OF AN ACCOUNTING
   CHANGE, NET OF TAX                                          261,873     173,896       51%       723,136      514,204       41%
Cumulative effect of an accounting change, net of tax               --          --        --            --        4,779    (100%)
                                                            ------------------------------------------------------------------------
NET INCOME                                                    $261,873    $173,896       51%      $723,136     $518,983       39%
                                                            ========================================================================

BASIC EARNINGS PER SHARE
Income before cumulative effect of an accounting
   change                                                        $1.04       $0.70       49%         $2.89        $2.06       40%
Cumulative effect of an accounting change                           --          --        --            --         0.02    (100%)
                                                            ------------------------------------------------------------------------
Net income                                                       $1.04       $0.70       49%         $2.89        $2.08       39%
                                                            ========================================================================

DILUTED EARNINGS PER SHARE /1
Income before cumulative effect of an accounting
   change                                                        $1.00       $0.67       49%         $2.78        $2.00       39%
Cumulative effect of an accounting change                           --          --        --            --         0.02    (100%)
                                                            ------------------------------------------------------------------------
Net income                                                       $1.00       $0.67       49%         $2.78        $2.02       38%
                                                            ========================================================================

DIVIDENDS PER SHARE                                             $0.100      $0.085       18%        $0.300       $0.255       18%
SPECIAL CASH DIVIDEND                                               --          --        --        $2.000           --       N/A


                                      -4-




FRANKLIN RESOURCES, INC.
CONSOLIDATED INCOME STATEMENTS
                                                                    THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                          JUNE 30                           JUNE 30
                                                             ---------------------------------------------------------------------
                                                                                        %                                  %
                                                                 2005       2004      CHANGE      2005         2004      CHANGE
                                                                 ----       ----      ------      ----         ----      ------

                                                                                                        
AVERAGE SHARES OUTSTANDING (in thousands)
     Basic                                                       250,730    249,802       --      250,417     249,032        1%
     Diluted /1                                                  263,175    261,325       1%      262,662     260,453        1%

OPERATING MARGIN /2                                                  31%        28%      11%          29%         27%        7%
ASSETS UNDER MANAGEMENT (in millions)
Beginning of period                                             $412,057   $351,642      17%     $361,860    $301,857       20%
       Sales                                                      29,717     23,822      25%       91,015      73,483       24%
       Reinvested distributions                                    1,900      1,224      55%        7,269       4,044       80%
       Redemptions                                              (22,013)   (21,846)       1%     (63,023)    (57,649)        9%
       Distributions                                             (2,417)    (1,730)      40%      (9,216)     (5,768)       60%
       Acquisitions                                                   --         --       --           83         878     (91%)
       (Depreciation)/appreciation                                 6,159    (2,337)      N/A       37,415      33,930       10%
END OF PERIOD                                                   $425,403   $350,775      21%     $425,403    $350,775       21%
SIMPLE MONTHLY AVERAGE FOR PERIOD                               $416,001   $347,793      20%     $400,340    $336,072       19%



     /1 Diluted  earnings per share and diluted  average shares  outstanding for
     all periods  shown  reflect the adoption of the Emerging  Issues Task Force
     Issue No. 04-8,  "The Effect of  Contingently  Convertible  Debt on Diluted
     Earnings Per Share."

     /2 Operating margin: Operating income divided by total operating revenues.



                                      -5-




FRANKLIN RESOURCES, INC.
CONSOLIDATED INCOME STATEMENTS
(Dollar amounts in thousands except
Per share data)                                                                  THREE MONTHS ENDED
                                                    ------------------------------------------------------------------------------
                                                      30-JUN-05   31-MAR-05     % CHANGE    31-DEC-04     30-SEP-04     30-JUN-04
                                                    ----------- -----------     --------  -----------    ----------    ----------
                                                                                                       
OPERATING REVENUES
Investment management fees                             $642,034    $592,674           8%     $566,483      $511,116      $505,409
Underwriting and distribution fees                      386,950     377,341           3%      340,378       293,464       282,852
Shareholder servicing fees                               64,609      64,312           --       63,167        60,419        60,582
Consolidated sponsored investment products
  income, net                                             1,306       1,361         (4%)          615           874         1,136
Other, net                                               14,835      15,493         (4%)       15,379        15,859        17,836
                                                    ------------------------------------------------------------------------------
TOTAL OPERATING REVENUES                              1,109,734   1,051,181           6%      986,022       881,732       867,815
                                                    ------------------------------------------------------------------------------
OPERATING EXPENSES
Underwriting and distribution                           359,657     347,376           4%      311,422       266,076       252,250
Compensation and benefits                               232,971     217,909           7%      211,507       189,563       193,532
Information systems, technology and
  occupancy                                              73,253      69,808           5%       66,805        68,015        67,464
Advertising and promotion                                36,845      31,108          18%       26,108        27,711        31,139
Amortization of deferred sales commissions               29,361      30,617         (4%)       31,378        26,760        24,688
Amortization of intangible assets                         4,348       4,349           --        4,411         4,403         4,398
Provision for governmental investigations,
  proceedings and actions                               (8,385)      42,043          N/A           --        23,500        21,500
September 11, 2001 recovery, net                             --          --           --           --            --            --
Other                                                    35,205      34,690           1%       34,307        33,935        31,858
                                                    ------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                                763,255     777,900         (2%)      685,938       639,963       626,829
                                                    ------------------------------------------------------------------------------

OPERATING INCOME                                        346,479     273,281          27%      300,084       241,769       240,986
                                                    ------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Consolidated sponsored investment products
  (losses) gains, net                                     4,402     (1,552)          N/A       16,163       (2,963)       (3,463)
Investment and other income                              21,849      38,576        (43%)       27,389        30,869        14,300
Interest expense                                        (9,017)     (8,241)           9%      (7,987)       (7,916)       (7,832)
                                                    ------------------------------------------------------------------------------
OTHER INCOME, NET                                        17,234      28,783        (40%)       35,565        19,990         3,005
                                                    ------------------------------------------------------------------------------
Income before taxes                                     363,713     302,064          20%      335,649       261,759       243,991
Taxes on income                                         101,840      80,790          26%       95,660        74,078        70,095
                                                    ------------------------------------------------------------------------------
NET INCOME                                             $261,873    $221,274          18%     $239,989      $187,681      $173,896
                                                    ==============================================================================

BASIC EARNINGS PER SHARE                                  $1.04       $0.88          18%        $0.96         $0.75         $0.70
DILUTED EARNINGS PER SHARE /3                              1.00        0.85          18%         0.92          0.73          0.67

DIVIDENDS PER SHARE                                      $0.100      $0.100           --       $0.100        $0.085        $0.085
SPECIAL CASH DIVIDEND                                        --       2.000       (100%)           --            --            --

AVERAGE SHARES OUTSTANDING (in thousands)
     Basic                                              250,730     250,299           --      250,224       249,564       249,802
     Diluted /3                                         263,175     263,046           --      262,441       260,638       261,325

OPERATING MARGIN /4                                         31%         26%          19%          30%           27%           28%

EMPLOYEES                                                 7,045       6,868           3%        6,779         6,696         6,557
BILLABLE SHAREHOLDER ACCOUNTS (in millions)                17.4        17.0           2%         15.9          15.3          15.9


     /3 Diluted  earnings per share and diluted  average shares  outstanding for
     all periods  shown  reflect the adoption of the Emerging  Issues Task Force
     Issue No. 04-8,  "The Effect of  Contingently  Convertible  Debt on Diluted
     Earnings Per Share".

     /4 Operating margin: Operating income divided by total operating revenues.

                                      -6-




FRANKLIN RESOURCES, INC.
PRELIMINARY SUMMARY BALANCE SHEET
(Dollar amounts and number of shares in thousands)
                                                                                   PRELIMINARY
                                                                                 JUNE 30, 2005        SEPTEMBER 30, 2004
                                                                                 -------------        ------------------
                                                                                                        
ASSETS
Current assets                                                                      $4,285,148                $4,044,212
Banking/finance assets                                                                 905,538                   825,844
Non-current assets                                                                   3,337,877                 3,358,079
- -------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                        $8,528,563                $8,228,135
- -------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities                                                                   $886,689                  $921,115
Banking/finance liabilities                                                            752,800                   658,717
Non-current liabilities                                                              1,497,352                 1,465,430
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                    3,136,841                 3,045,262
Minority interest                                                                       90,184                    76,089
Total stockholders' equity                                                           5,301,538                 5,106,784
- -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $8,528,563                $8,228,135
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
ENDING SHARES OF COMMON STOCK OUTSTANDING                                              251,388                   249,680
- -------------------------------------------------------------------------------------------------------------------------



                                      -7-





ASSETS UNDER MANAGEMENT BY INVESTMENT OBJECTIVE
(in billions)                                  30-JUN-05    31-MAR-05      % CHANGE    31-DEC-04     30-SEP-04    30-JUN-04
                                            --------------------------------------------------------------------------------
                                                                                                
      EQUITY
                     Global/international         $168.0       $163.8            3%       $155.7        $132.9       $128.6
                     Domestic (U.S.)                74.5         72.3            3%         73.3          66.4         66.3
                                            --------------------------------------------------------------------------------
                     Total equity                  242.5        236.1            3%        229.0         199.3        194.9
                                            --------------------------------------------------------------------------------

      HYBRID                                        73.3         69.1            6%         66.4          59.0         55.9

      FIXED-INCOME
                     Tax-free                       53.5         51.9            3%         51.8          51.3         49.9
                     Taxable:
                        Domestic (U.S.)             32.8         32.2            2%         32.5          31.3         30.1
                     Global/international           17.6         16.8            5%         16.3          14.2         13.6
                                            --------------------------------------------------------------------------------
                     Total fixed-income            103.9        100.9            3%        100.6          96.8         93.6
                                            --------------------------------------------------------------------------------

      MONEY MARKET                                   5.7          6.0          (5%)          6.2           6.8          6.4

                                            --------------------------------------------------------------------------------
TOTAL ENDING ASSETS                                425.4       $412.1            3%       $402.2        $361.9       $350.8
                                            --------------------------------------------------------------------------------
SIMPLE MONTHLY AVERAGE ASSETS                      416.0       $407.4            2%       $381.0        $353.3       $347.8
                                            ================================================================================




ASSETS UNDER MANAGEMENT & FLOWS

(in billions)                                                               THREE MONTHS ENDED
                                                     30-JUN-05       31-MAR-05       % CHANGE      30-JUN-04       % CHANGE
                                                     ---------       ---------       --------      ---------       --------
                                                                                                       
BEGINNING ASSETS UNDER MANAGEMENT                       $412.1          $402.2             2%         $351.6           17%
     U.S. RETAIL ASSETS
         Beginning assets                               $250.8          $246.5             2%         $218.5           15%
         -----------------------------------------------------------------------------------------------------------------
         Sales                                            14.3            15.1           (5%)           11.0           30%
         Reinvested distributions                          1.6             0.8           100%            1.1           45%
         Redemptions                                     (9.6)           (9.1)             5%         (10.0)          (4%)
         Distributions                                   (2.2)           (1.3)            69%          (1.6)           38%
         Acquisitions                                       --             --             --             --            --
         (Depreciation)/appreciation                       5.4           (1.2)            N/A          (1.4)           N/A
         -----------------------------------------------------------------------------------------------------------------
         Ending assets                                  $260.3          $250.8             4%         $217.6           20%
         -----------------------------------------------------------------------------------------------------------------
     OTHER ASSETS, INCLUDING INTERNATIONAL AND INSTITUTIONAL
         Beginning assets                               $161.3          $155.7             4%         $133.1           21%
         -----------------------------------------------------------------------------------------------------------------
         Sales                                            15.4            17.8          (13%)           12.8           20%
         Reinvested distributions                          0.3             0.3             --            0.1          200%
         Redemptions                                    (12.4)          (12.3)             1%         (11.8)            5%
         Distributions                                   (0.3)           (0.2)            50%          (0.1)          200%
         Acquisitions                                       --             0.1         (100%)             --            --
         (Depreciation)/appreciation                       0.8           (0.1)            N/A          (0.9)           N/A
         -----------------------------------------------------------------------------------------------------------------
         Ending assets                                  $165.1          $161.3             2%         $133.2           24%
         -----------------------------------------------------------------------------------------------------------------
ENDING ASSETS UNDER MANAGEMENT                          $425.4          $412.1             3%         $350.8           21%
TOTAL ASSETS UNDER MANAGEMENT
           BEGINNING ASSETS                             $412.1          $402.2             2%         $351.6           17%
           ----------------------------------------------------------------------------------------------------------------
           Sales                                          29.7            32.9          (10%)           23.8           25%
           Reinvested distributions                        1.9             1.1            73%            1.2           58%
           Redemptions                                  (22.0)          (21.4)             3%         (21.8)            1%
           Distributions                                 (2.4)           (1.5)            60%          (1.7)           41%
           Acquisitions                                     --             0.1         (100%)             --            --
           (Depreciation)/appreciation                     6.1           (1.3)            N/A          (2.3)           N/A
           ----------------------------------------------------------------------------------------------------------------
           ENDING ASSETS                                $425.4          $412.1             3%         $350.8           21%
           ----------------------------------------------------------------------------------------------------------------

     Note:   Institutional assets totaling approximately $33.5  billion are invested in U.S. retail fund and annuity products
     and are disclosed in U.S. retail assets in the above table. Total institutional and high net-worth assets at June 30, 2005
     were approximately $134.3 billion, of which high net-worth assets comprised $10.6 billion.


                                      -8-





ASSETS UNDER MANAGEMENT & FLOWS BY INVESTMENT OBJECTIVE (in billions)
THREE MONTHS ENDED                                                           30JUN-05     31-MAR-05     30-JUN-04
- ------------------                                                           --------     ---------     ---------
GLOBAL/INTERNATIONAL EQUITY
                                                                                               
         Beginning assets                                                      $163.8        $155.7        $126.7
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                   10.8          15.2           8.8
         Reinvested distributions                                                 0.3           0.2           0.1
         Redemptions                                                            (7.1)         (8.4)         (6.3)
         Distributions                                                          (0.3)         (0.1)         (0.2)
         Acquisitions                                                              --           0.1            --
         Appreciation                                                             0.5           1.1         (0.5)
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                          168.0         163.8         128.6
         ---------------------------------------------------------------------------------------------------------
DOMESTIC (U.S.) EQUITY
         Beginning assets                                                        72.3          73.3          66.0
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                    4.1           4.0           3.7
         Reinvested distributions                                                 0.4            --           0.2
         Redemptions                                                            (4.0)         (3.5)         (4.0)
         Distributions                                                          (0.4)            --         (0.2)
         Acquisitions                                                              --            --            --
         (Depreciation)/appreciation                                              2.1         (1.5)           0.6
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                           74.5          72.3          66.3
         ---------------------------------------------------------------------------------------------------------
HYBRID
         Beginning assets                                                        69.1          66.4          54.1
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                    4.3           5.3           3.1
         Reinvested distributions                                                 0.5           0.3           0.3
         Redemptions                                                            (1.6)         (1.9)         (1.2)
         Distributions                                                          (0.6)         (0.4)         (0.4)
         Acquisitions                                                              --            --            --
         (Depreciation)/appreciation                                              1.6         (0.6)            --
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                           73.3          69.1          55.9
         ---------------------------------------------------------------------------------------------------------
TAX-FREE INCOME
         Beginning assets                                                        51.9          51.8          53.0
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                    1.7           1.4           1.1
         Reinvested distributions                                                 0.3           0.3           0.3
         Redemptions                                                            (1.3)         (1.3)         (2.2)
         Distributions                                                          (0.6)         (0.6)         (0.6)
         Acquisitions                                                              --            --            --
         Appreciation                                                             1.5           0.3         (1.7)
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                           53.5          51.9          49.9
         ---------------------------------------------------------------------------------------------------------
TAXABLE FIXED-INCOME
         Beginning assets                                                        49.0          48.8          46.0
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                    5.6           4.9           4.2
         Reinvested distributions                                                 0.4           0.3           0.3
         Redemptions                                                            (4.6)         (3.9)         (5.3)
         Distributions                                                          (0.4)         (0.4)         (0.3)
         Acquisitions                                                              --            --            --
         (Depreciation)/appreciation                                              0.4         (0.7)         (1.2)
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                           50.4          49.0          43.7
         ---------------------------------------------------------------------------------------------------------
MONEY MARKET
         Beginning assets                                                         6.0           6.2           5.8
         ---------------------------------------------------------------------------------------------------------
         Sales                                                                    3.2           2.1           2.9
         Reinvested distributions                                                  --            --            --
         Redemptions                                                            (3.4)         (2.4)         (2.8)
         Distributions                                                          (0.1)            --            --
         Acquisitions                                                              --            --            --
         Appreciation                                                              --           0.1           0.5
         ---------------------------------------------------------------------------------------------------------
         Ending assets                                                            5.7           6.0           6.4
         ---------------------------------------------------------------------------------------------------------
ENDING ASSETS UNDER MANAGEMENT                                                 $425.4        $412.1        $350.8



                                      -9-


CONFERENCE CALL INFORMATION
- ---------------------------

     On Thursday,  July 28, 2005,  Franklin  Resources,  Inc.,  [NYSE:BEN]  will
release its third fiscal quarter 2005 financial results. Greg Johnson, president
and CEO of Franklin  Resources,  Inc.,  and Jim Baio,  senior vice president and
chief financial  officer,  will lead a live conference call at 4:30 p.m. Eastern
Time (1:30  p.m.  Pacific  Time) to discuss  the  quarterly  results  and answer
analysts' questions.
     Access to the teleconference will be available via franklintempleton.com 10
minutes before the start of the call or by dialing (877) 480-6346 in the U.S. or
(706) 645-0197 internationally.
     A replay  of the call will be  archived  on  franklintempleton.com  through
August 11, 2005.  The replay can also be accessed by calling  (800)  642-1687 in
the U.S. or (706) 645-9291  internationally  using access code  #7748713,  after
5:30 p.m.  Eastern Time on July 28,  2005,  through  11:59 p.m.  Eastern Time on
August 11, 2005.
     Franklin  Resources,  Inc.  [NYSE:BEN],  is a global investment  management
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 $425 billion in assets under  management as of June 30, 2005.  For more
information, please call 1-800/DIAL BEN(R) or visit franklintempleton.com.



SUPPLEMENTAL INFORMATION


INVESTORS SHOULD CAREFULLY  CONSIDER A FUND'S INVESTMENT GOALS,  RISKS,  CHARGES
AND EXPENSES BEFORE INVESTING.  TO OBTAIN A PROSPECTUS,  WHICH CONTAINS THIS AND
OTHER INFORMATION,  FOR ANY U.S. FRANKLIN TEMPLETON FUND,  INVESTORS SHOULD TALK
TO THEIR FINANCIAL  ADVISORS OR CALL FRANKLIN  TEMPLETON  DISTRIBUTORS,  INC. AT
1-800/DIAL BEN(R) (1-800/342-5236).  PLEASE READ THE PROSPECTUS CAREFULLY BEFORE
INVESTING.

1.   Nothing in this section  shall be  considered a  solicitation  to buy or an
     offer to sell a  security  to any  person in any  jurisdiction  where  such
     offer,  solicitation,   purchase  or  sale  would  be  unlawful  under  the
     securities  laws of such  jurisdiction.  Franklin  Templeton  Distributors,
     Inc.,  One  Franklin  Parkway,  San  Mateo,  CA,  is the  funds'  principal
     distributor and a wholly owned subsidiary of Franklin Resources, Inc.
2.   MORNINGSTAR  ratings and LIPPER rankings for Franklin  Templeton U.S. based
     funds are based on Class A shares,  with the  exception of LIPPER  rankings
     for Mutual  Series funds (other than Mutual  Recovery),  which are based on
     Class Z shares.  Class Z shares are offered to qualified investors only and
     have no sales  charges or Rule 12b-1  fees.  Franklin  Templeton  funds are
     compared  against a universe of all share classes.  All Franklin  Templeton
     Class A (Class  Z) asset  data is based on  5/31/05  figures  unless  noted
     otherwise.  Indices are unmanaged  and one cannot invest  directly in them.
     Unless  otherwise  noted,  fund  returns  quoted  reflect  Class A  shares.
     Performance returns, ratings and rankings for other classes may vary.
3.   LIPPER  calculates  averages by taking all the funds and share classes in a
     peer group and  averaging  their total  returns for the periods  indicated.
     LIPPER tracks 143 peer groups of U.S.  retail mutual funds,  and the groups
     vary in size from 4 to 939 funds. LIPPER total return calculations  include
     reinvested dividends and capital gains, but do not include sales charges or
     expense  subsidization  by the manager.  Results may have been different if
     these or other factors had been considered.
4.   Source:  LIPPER(R)  Inc.,  6/30/05.  Of  the  eligible  Franklin  Templeton
     long-term mutual funds tracked by Lipper, 53, 44, 51 and 41 funds ranked in
     the top quartile and 16, 24, 22 and 17 funds ranked in the second quartile,
     for the one-, three-,  five- and 10-year periods,  respectively,  for their
     respective LIPPER peer groups.
5.   Source:  LIPPER(R)  Inc.,  6/30/05.  Of  the  eligible  Franklin  Templeton
     non-money  market fixed income funds  tracked by LIPPER,  33, 35, 32 and 28
     funds  ranked in the top  quartile  and 8, 5, 8 and 11 funds  ranked in the
     second  quartile,   for  the  one-,  three-,  five-  and  10-year  periods,
     respectively, for their respective LIPPER peer groups.
6.   Source:  LIPPER(R) Inc., 6/30/05. Of the eligible Franklin Templeton equity
     funds tracked by LIPPER,  20, 9, 19 and 13 funds ranked in the top quartile
     and 8, 19, 14 and 6 funds  ranked  in the  second  quartile,  for the one-,
     three-,  five- and  10-year  periods,  respectively,  for their  respective
     LIPPER peer groups.
7.   Source:  LIPPER(R)  Inc.,  6/30/05.  Of the  eligible  Mutual  Series funds
     tracked by LIPPER, 7, 3, 6 and 4 funds ranked in the top quartile and 0, 3,
     0 and 0 funds ranked in the second quartile,  for the one-,  three-,  five-
     and 10-year periods, respectively, for their respective LIPPER peer groups.

                                      -10-

8.   Source: LIPPER(R) Inc., 6/30/05.  Franklin Income Fund Class A ranked 19 in
     a universe of 237 funds in LIPPER'S  "Income  Funds" group for the one-year
     period,  2 of 150  for the  three-year  period,  2 of 93 for the  five-year
     period and 4 of 25 for the 10-year period.
9.   Source: LIPPER(R) Inc., 6/30/05.  Templeton Growth Fund Class A ranked 2 in
     a universe of 21 funds in LIPPER'S "Global Large-Cap Value Funds" group for
     the one-year  period,  6 of 21 for the three-year  period,  2 of 16 for the
     five-year period and 1 of 4 for the 10-year period.
10.  Source: LIPPER(R) Inc., 6/30/05. Mutual Shares Fund Class Z ranked 111 in a
     universe of 467 funds in LIPPER'S  "Multi-Cap  Value  Funds"  group for the
     one-year period,  113 of 361 for the three-year  period,  45 of 237 for the
     five-year period, and 15 of 89 for the 10-year period.
11.  Source:  LIPPER(R) Inc., 6/30/05. Mutual Discovery Fund Class Z ranked 3 in
     a universe of 49 funds in LIPPER'S "Global Multi-Cap Value Funds" group for
     the one-year  period,  18 of 44 for the three-year  period, 4 of 27 for the
     five-year period and 1 of 12 for the 10-year period.
12.  Source: LIPPER(R) Inc., 6/30/05.  Templeton Global Bond Fund Class A ranked
     12 in a universe of 93 funds in LIPPER'S  "Global  Income  Funds" group for
     the one-year  period,  7 of 84 for the three-year  period,  2 of 64 for the
     five-year period and 7 of 35 for the 10-year period.
13.  Source: LIPPER(R) Inc., 6/30/05.  Templeton World Fund Class A ranked 10 in
     a universe of 61 funds in LIPPER'S "Global  Multi-Cap Core Funds" group for
     the one-year  period,  18 of 50 for the three-year  period, 4 of 37 for the
     five-year period and 2 of 11 for the 10-year period.
14.  Source:  LIPPER(R) Inc.,  6/30/05.  Franklin  Federal  Tax-Free Income Fund
     Class A ranked 26 in a universe of 281 funds in LIPPER'S "General Municipal
     Debt Funds" group for the  one-year  period,  30 of 257 for the  three-year
     period,  57 of 225 for the  five-year  period and 30 of 146 for the 10-year
     period.
15.  Source:  LIPPER(R) Inc., 6/30/05.  Franklin High-Yield Tax-Free Income Fund
     Class A  ranked  15 in a  universe  of 78  funds in  LIPPER'S  "High  Yield
     Municipal  Debt  Funds"  group for the  one-year  period,  18 of 71 for the
     three-year  period,  20 of 67 for the five-year  period and 7 of 32 for the
     10-year period.
16.  Source: LIPPER(R) Inc., 6/30/05. A LIPPER LEADER DISTINCTION DOES NOT IMPLY
     THAT A FUND  NAMED  AS A LIPPER  LEADER  HAD THE  BEST  PERFORMANCE  IN ITS
     CATEGORY. LIPPER Leaders Awards are based on Class A shares. LIPPER ratings
     for  Consistent  Return reflect funds'  historical  risk-adjusted  returns,
     adjusted for volatility, relative to peers. LIPPER ratings for Total Return
     reflect  funds'  historical  total  return  performance  relative to peers.
     LIPPER ratings for  Preservation  reflect funds'  historical loss avoidance
     relative to other funds within the same asset class.  Preservation  ratings
     are  relative,  rather than  absolute,  measures,  and funds  named  LIPPER
     Leaders for Preservation may still experience  losses  periodically;  those
     losses  may be larger  for  equity  and mixed  equity  funds than for fixed
     income funds.  LIPPER ratings for Tax Efficiency  reflect funds' historical
     success in postponing taxable  distributions  relative to peers. THE LIPPER
     RATINGS   ARE   SUBJECT  TO  CHANGE   EVERY  MONTH  AND  ARE  BASED  ON  AN
     EQUAL-WEIGHTED AVERAGE OF PERCENTILE RANKS FOR THE CONSISTENT RETURN, TOTAL
     RETURN,  PRESERVATION  AND  TAX-EFFICIENCY  METRICS OVER THREE-,  FIVE- AND
     10-YEAR PERIODS (IF APPLICABLE).  20% of funds in each peer group are named
     LIPPER  Leaders,  the next 20%  receive  a score of 2, the  middle  20% are
     scored  3, the  next 20% are  scored 4 and the  lowest  20% are  scored  5.
     Bracketed information  represents the number of funds in each category. Not
     Available  indicates  that  there were not  enough  funds in a category  to
     constitute   a  class.   FRANKLIN   INCOME   FUND,   in   LIPPER'S   Income
     classification,  received the following  ratings for the three-,  five- and
     10-year periods  respectively:  Total Return:  LIPPER Leader [140],  LIPPER
     Leader  [93],  LIPPER  Leader  [25];  Preservation  (in Mixed  Equity asset
     class):  2 [1008],  LIPPER  Leader [764],  LIPPER Leader [335];  Consistent
     Return:  LIPPER Leader [150], LIPPER Leader [93], 2 [19].  TEMPLETON GROWTH
     FUND,  in LIPPER'S  Global  Large-Cap  Value  classification,  received the
     following ratings for the three-,  five- and 10-year periods  respectively:
     Preservation  (in Equity asset  class):  2 [7708],  LIPPER  Leader  [5624],
     LIPPER Leader [1888];  FRANKLIN  FEDERAL  TAX-FREE INCOME FUND, in LIPPER'S
     General Municipal Debt  classification,  received the following ratings for
     the three-, five- and 10-year periods  respectively:  Total Return:  LIPPER
     Leader [29], 2 [26], LIPPER Leader [144];  Consistent Return: LIPPER Leader
     [250], 2 [217], 2 [102];  MUTUAL SHARES FUND, in LIPPER'S  Multi-Cap  Value
     Funds classification,  received the following ratings for the three-, five-
     and 10-year  periods  respectively:  Preservation  (in Equity asset class):
     LIPPER Leader [7708],  LIPPER Leader [5624], Not Available [Not Available];
     FRANKLIN  HIGH-YIELD TAX-FREE INCOME FUND, in LIPPER'S High Yield Municipal
     Debt Funds  classification,  received the following ratings for the three-,
     five- and 10-year periods respectively: Preservation (in Fixed Income asset
     class):  LIPPER Leader [3960],  LIPPER Leader [3362], LIPPER Leader [2061];
     MUTUAL   DISCOVERY   FUND,  in  LIPPER'S   Global   Multi-Cap  Value  Funds
     classification,  received the following  ratings for the three-,  five- and
     10-year  periods  respectively:  Consistent  Return:  LIPPER Leader [44], 2
     [26], Not Available [Not Available];  Preservation (in Equity asset class):
     LIPPER Leader [7708],  LIPPER Leader [5624], Not Available [Not Available];
     TEMPLETON   WORLD  FUND,   in   LIPPER'S   Global   Multi-Cap   Core  Funds
     classification,  received the following  ratings for the three-,  five- and
     10-year periods  respectively:  Total Return:  2 [49],  LIPPER Leader [37],
     LIPPER Leader [11];  Consistent  Return:  LIPPER Leader [46], LIPPER Leader
     [34], 2 [6];  TEMPLETON  GLOBAL BOND FUND, in LIPPER'S  Global Income Funds
     classification,  received the following  ratings for the three-,  five- and
     10-year  periods  respectively:  Total Return:  LIPPER Leader [83],  LIPPER
     Leader [63],  LIPPER Leader [35];  Consistent  Return:  LIPPER Leader [84],
     LIPPER Leader [61],  LIPPER Leader [28]. LIPPER ratings are not intended to
     predict future results,  and LIPPER does not guarantee the accuracy of this
     information. More information is available at www.lipperleaders.com. LIPPER
     Leader Copyright 2003, Reuters, All Rights Reserved.
17.  Source:  [MORNINGSTAR](C) 6/30/05. For each fund with at least a three-year
     history, MORNINGSTAR calculates a MORNINGSTAR Rating based on a MORNINGSTAR
     Risk-Adjusted  Return  measure  that  accounts  for  variation  in a fund's
     monthly  performance  (including the effects of sales charges,  loads,  and
     redemption  fees),   placing  more  emphasis  on  downward  variations  and
     rewarding  consistent  performance.  The top 10% of funds in each  category
     receive 5 stars,  the next 22.5%  receive 4 stars,  the next 35%  receive 3
     stars,  the next 22.5%  receive 2 stars and the bottom 10%  receive 1 star.
     (Each share class is counted as a fraction of one fund within this
                                      -11-

     scale  and rated  separately,  which may  cause  slight  variations  in the
     distribution  percentages.)  THE OVERALL  MORNINGSTAR  RATING FOR A FUND IS
     DERIVED FROM A WEIGHTED-AVERAGE  OF THE PERFORMANCE FIGURES ASSOCIATED WITH
     ITS THREE-,  FIVE- AND 10-YEAR (IF APPLICABLE)  MORNINGSTAR RATING METRICS.
     PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.  MORNINGSTAR  Rating is
     for the A share class only;  other classes may have  different  performance
     characteristics.  The  following  fund  was  rated  against  243;  163;  63
     Conservative  Allocation funds for the respective three-, five- and 10-year
     periods ended  6/30/05,  as applicable.  For the three-,  five- and 10-year
     periods ended 6/30/05,  the MORNINGSTAR  ratings were: FRANKLIN INCOME FUND
     5, 5, 5. The  following  fund was rated  against  293;  218; 80 World Stock
     funds for the respective  three-,  five- and 10-year periods ended 6/30/05,
     as applicable. For the three-, five- and 10-year periods ended 6/30/05, the
     MORNINGSTAR ratings were: TEMPLETON GROWTH FUND 3, 4, 4. The following fund
     was rated against 245; 219; 149 Muni National Long funds for the respective
     three-,  five- and 10-year  periods ended 6/30/05,  as applicable.  For the
     three-,  five- and 10-year periods ended 6/30/05,  the MORNINGSTAR  ratings
     were: FRANKLIN FEDERAL TAX-FREE INCOME FUND 3, 4, 4. The following fund was
     rated  against  828;  576 Large Value funds for the  respective  three- and
     five-year  periods  ended  6/30/05,  as  applicable.  For  the  three-  and
     five-year  periods ended  6/30/05,  the  MORNINGSTAR  ratings were:  MUTUAL
     SHARES FUND 4, 4. The  following  fund was rated against 293; 218; 80 World
     Stock funds for the  respective  three-,  five- and 10-year  periods  ended
     6/30/05,  as applicable.  For the three-,  five- and 10-year  periods ended
     6/30/05,  the MORNINGSTAR  ratings were:  TEMPLETON WORLD FUND 3, 4, 4. The
     following  fund was rated  against  123;  103;  53 World Bond funds for the
     respective  three-,  five- and  10-year  periods,  as  applicable.  For the
     three-,  five- and 10-year periods ended 6/30/05,  the MORNINGSTAR  ratings
     were:  TEMPLETON  GLOBAL  BOND FUND 4, 4, 4. The  following  fund was rated
     against 293; 218 World Stock funds for the respective  three- and five-year
     periods, as applicable. For the three- and five-year periods ended 6/30/05,
     the  MORNINGSTAR  ratings were:  MUTUAL  DISCOVERY FUND 4, 5. The following
     fund was rated against 75; 71; 35 High Yield Muni funds for the  respective
     three-, five- and 10-year periods, as applicable. For the three-, five- and
     10-year  periods ended  6/30/05,  the  MORNINGSTAR  ratings were:  FRANKLIN
     HIGH-YIELD TAX-FREE INCOME FUND 3, 3, 4.


FORWARD-LOOKING STATEMENTS

Statements in this press release regarding Franklin  Resources,  Inc., 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 known and unknown 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,
2004, and Franklin's Form 10-Q filings.

     *    Strong  competition  from numerous and sometimes larger companies with
          competing  offerings  and products  could limit or reduce sales of our
          products,  potentially  resulting  in a decline in our  market  share,
          revenues and net income.
     *    Changes in the  distribution  channels on which we depend could reduce
          our revenues and hinder our growth.
     *    The  amount or mix of our  assets  under  management  are  subject  to
          significant  fluctuations and could negatively impact our revenues and
          income.
     *    Our  increasing  focus  on  international   markets  as  a  source  of
          investments and sales of investment  products  subject us to increased
          exchange rate and other risks in  connection  with earnings and income
          generated overseas.
     *    Poor investment  performance of our products could affect our sales or
          reduce the level of assets under  management,  potentially  negatively
          impacting our revenues and income.
     *    We could  suffer  losses in earnings or revenue if our  reputation  is
          harmed.
     *    Our future results are dependent upon maintaining an appropriate level
          of expenses, which are subject to fluctuation.
     *    We  face  risks,  and  corresponding  potential  costs  and  expenses,
          associated  with  conducting  operations  and growing our  business in
          numerous foreign countries.
     *    Our ability to successfully integrate widely varied business lines can
          be impeded by systems and other technological limitations.
     *    Any significant limitation or failure of our software applications and
          other  technology  systems that are critical to our  operations  could
          constrain our operations.
     *    Our inability to successfully  recover should we experience a disaster
          or other business  continuity  problem could cause material  financial
          loss, loss of human capital, regulatory actions,  reputational harm or
          legal liability.
                                      -12-



     *    Our ability to meet cash needs depends upon certain factors, including
          our asset value, credit worthiness and the market value of our stock.
     *    Certain of the  portfolios we manage,  including  our emerging  market
          portfolios, are vulnerable to market-specific  political,  economic or
          other  risks,  any of which may  negatively  impact our  revenues  and
          income.
     *    Our revenues,  earnings and income could be adversely  affected if the
          terms  of  our  investment  management  agreements  are  significantly
          altered or these agreements are terminated by the funds we advise.
     *    Diverse and strong  competition  limits the interest rates that we can
          charge on consumer loans.
     *    We are subject to extensive regulation domestically and abroad.
     *    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 our profitability and future financial results.
     *    Civil  litigation  arising  out of or  relating  to  recently  settled
          governmental  investigations  or other  matters  as well as the  legal
          risks  associated with our business could adversely  impact our assets
          under   management,   increase   costs  and   negatively   impact  our
          profitability and/or our future financial results.
     *    We depend on key  personnel  and our  financial  performance  could be
          negatively affected by the loss of their services.



                                      # # #




                                      -13-