EXHIBIT 4.4



              [FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]


          If the registered owner of this Note (as indicated below) is
     The Depository Trust Company (the "Depositary") or a nominee of
     the Depositary, this Note is a Global Security and the following
     legends apply:

     Unless this certificate is presented by an authorized
     representative of The Depository Trust Company, a New York
     corporation ("DTC"), to the Issuer or its agent for registration
     of transfer, exchange, or payment, and any certificate issued is
     registered in the name of Cede & Co. or in such other name as is
     requested by an authorized representative of DTC (and any payment
     is made to Cede & Co. or to such other entity as is requested by
     an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
     an interest herein.

     THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
     THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
     DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
     NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

     IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
                         -------------------    -----------------
      "INITIAL ACCRUAL PERIOD OID" BELOW WILL BE COMPLETED SOLELY FOR
       --------------------------
     THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
     DISCOUNT ("OID") RULES.

     REGISTERED        CUSIP No.                  PRINCIPAL AMOUNT
                                 --------------
     No. FLR                                      $               
            ---                                    ---------------
                          FRANKLIN RESOURCES, INC.
                              MEDIUM-TERM NOTE
                              (Floating Rate)




INTEREST RATE BASIS     ORIGINAL ISSUE DATE:         STATED MATURITY: 
OR BASES:

IF LIBOR:                                 If CMT RATE:
   [ ] LIBOR Reuters                          Designated CMT Telerate Page:
          Page:                               If Telerate Page 7052:
   [ ] LIBOR Telerate                         [ ] Weekly Average
          Page:                               [ ] Monthly Average
                                              Designated CMT Maturity Index:
   INDEX CURRENCY:

INDEX MATURITY:        INITIAL INTEREST RATE:         INTEREST PAYMENT PERIOD:













SPREAD (PLUS OR       INITIAL INTEREST RESET DATE:     INTEREST PAYMENT DATE(S):
MINUS):





SPREAD MULTIPLIER:     INTEREST RATE RESET PERIOD:      INTEREST RESET DATE(S):





MAXIMUM INTEREST       MINIMUM INTEREST RATE:         INITIAL REDEMPTION DATE:
RATE:





INITIAL REDEMPTION     ANNUAL REDEMPTION              OPTIONAL REPAYMENT 
PERCENTAGE:            PERCENTAGE REDUCTION:          DATE(S):





CALCULATION AGENT:
(if other than
The Chase Manhattan Bank)



INTEREST CALCULATION:                     DAY COUNT CONVENTION
[ ] Regular Floating Rate Note            [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate                   from            to            .
     Fixed Rate Commencement Date:        [ ] Actual/360 for the period
     Fixed Interest Rate:                      from            to            .
[ ] Inverse Floating Rate Note            [ ] Actual/Actual for the period
     Fixed Interest Rate:                      from            to            .
                                          Applicable Interest Rate Basis:

ADDENDUM ATTACHED:                        ORIGINAL ISSUE DISCOUNT
[ ] Yes                                   [ ] Yes
[ ] No                                    [ ] No
                                          Total Amount of OID:
                                          Yield to Maturity:
                                          Initial Accrual Period OID:


OTHER PROVISIONS:








          FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
     or the "Company," which terms include any successor corporation
     under the Indenture hereinafter referred to), for value received,
     hereby promises to pay to                                     ,
     or registered assigns, the principal sum of


     DOLLARS at the Stated Maturity specified above (except to the
     extent redeemed or repaid prior to Stated Maturity), and to pay
     interest thereon, at a rate per annum equal to the Initial
     Interest Rate specified above until the Initial Interest Reset
     Date specified above and thereafter at a rate per annum
     determined in accordance with the provisions hereof and any
     Addendum relating hereto depending upon the Interest Rate Basis
     or Bases, if any, and such other terms specified above, until the
     principal hereof is paid or duly made available for payment. 
     Reference herein to "this Note", "hereof", "herein" and
     comparable terms shall include an Addendum hereto if an Addendum
     is specified above.

          The Company will pay interest monthly, quarterly,
     semi-annually, annually or such other period as specified above
     under "Interest Payment Period", on each Interest Payment Date
     specified above, commencing on the first Interest Payment Date
     specified above next succeeding the Original Issue Date specified
     above, and at Stated Maturity and on any Redemption Date and
     Optional Repayment Date (as defined below) (the date of each such
     Stated Maturity, Redemption Date and Optional Repayment Date and
     the date on which principal or an installment of principal is due
     and payable by declaration of acceleration pursuant to the
     Indenture, being referred to hereinafter as a "Maturity" with
     respect to principal payable on such date); provided, however,
                                                 --------  -------
     that if the Original Issue Date falls between a Regular Record
     Date (as defined below) and the next succeeding Interest Payment
     Date, interest payments will commence on the Interest Payment
     Date immediately following the next succeeding Regular Record
     Date to the registered Holder on such next succeeding Regular
     Record Date; and provided further, that if an Interest Payment
                      -------- -------
     Date (other than an Interest Payment Date at Maturity) would
     otherwise fall on a day that is not a Business Day (as defined
     below), such Interest Payment Date shall be postponed to the next
     succeeding day that is a Business Day, except that if an 
     Interest Rate Basis is LIBOR, as indicated above, and such next
     Business Day falls in the next succeeding calendar month, such
     Interest Payment Date shall be the immediately preceding day that
     is a Business Day.  Except as provided above, interest payments
     will be made on the Interest Payment Dates shown above.  Unless
     otherwise specified above, the "Regular Record Date" with respect
     to any Interest Payment Date shall be the date 15 calendar days
     (whether or not a Business Day) immediately preceding such





     Interest Payment Date.  If the Maturity of this Note falls on a
     day which is not a Business Day, the payment of principal,
     premium, if any, and interest due at Maturity will be made on the
     next succeeding Business Day with the same force and effect as if
     made on such Maturity and no interest shall accrue on the amount
     so payable for the period from and after such Maturity to the
     date of such payment on the next succeeding Business Day.  The
     interest so payable and punctually paid or duly provided for on
     any Interest Payment Date will, as provided in the Indenture, be
     paid to the Person in whose name this Note (or one or more
     Predecessor Securities) is registered at the close of business on
     the Regular Record Date for such Interest Payment Date.  Any such
     interest which is payable, but not punctually paid or duly
     provided for on any Interest Payment Date (herein called
     "Defaulted Interest"), shall forthwith cease to be payable to the
     registered Holder on such Regular Record Date, and may either be
     paid to the Person in whose name this Note (or one or more
     Predecessor Securities) is registered at the close of business on
     a Special Record Date for the payment of such Defaulted Interest
     to be fixed by the Trustee, notice whereof shall be given to the
     Holder of this Note not less than 10 days prior to such Special
     Record Date, or may be paid at any time in any other lawful
     manner, all as more fully provided in the Indenture.  Interest
     payable at Maturity will be payable to the Person to whom the
     principal hereof shall be payable.  

          Notwithstanding anything else contained herein, if this Note
     is a Global Security as specified on the face hereof and is held
     in book-entry form through the facilities of the Depositary,
     payments on this Note will be made to the Depositary or its
     nominee in accordance with the arrangements then in effect
     between the Trustee and the Depositary.

          Subject to the immediately preceding paragraph, payment of
     the principal of, premium, if any, and interest on this Note at
     Maturity will be made in immediately available funds upon
     presentation of this Note at the Office or Agency of the Company
     maintained by the Company for such purpose in the Borough of
     Manhattan, The City of New York, in such coin or currency of the
     United States of America as at the time of payment is legal
     tender for payment of public and private debts.  Payment of
     interest on this Note (other than at Maturity) will be made at
     the Office or Agency of the Company maintained by the Company for
     such purpose in the Borough of Manhattan, The City of New York,
     or, at the option of the Company, may be made by check mailed to
     the address of the Person entitled thereto as such address shall
     appear in the Security Register at the close of business on the
     Regular Record Date immediately preceding the applicable Interest
     Payment Date.  Notwithstanding the foregoing, a Holder of
     $10,000,000 (or the equivalent thereof with respect to Notes





     denominated in foreign currencies or currency units) or more in
     aggregate principal amount of the Notes (whether having identical
     or different terms and provisions) will be entitled to receive
     interest payments by wire transfer of immediately available funds
     if appropriate wire transfer instructions have been received in
     writing by the Trustee at least 15 days prior to the applicable
     Interest Payment Date.  Such wire instructions, upon receipt by
     the Trustee, shall remain in effect until revoked by such Holder.

          Unless the certificate of authentication hereon has been
     executed by or on behalf of the Trustee (as defined below) with
     respect to the Notes under the Indenture, or its successor
     thereunder, by the manual signature of one of its authorized
     officers, this Note shall not be entitled to any benefit under
     the Indenture or be valid or obligatory for any purpose.

          This Note is one of a duly authorized series of Securities
     (herein called the "Notes") of the Company issued and to be
     issued under an Indenture dated as of May 19, 1994, as amended by
     the First Supplemental Indenture thereto dated as of October ___,
     1996 (as so amended and as the same may be further amended from
     time to time, the "Indenture"), between the Company and the
     Trustee, to which Indenture and all indentures supplemental
     thereto reference is hereby made for a statement of the
     respective rights, limitations of rights, duties and immunities
     thereunder of the Company, the Trustee and the Holders of the
     Notes and the terms upon which the Notes are to be authenticated
     and delivered.  The Chase Manhattan Bank (formerly known as
     Chemical Bank) shall act as Trustee with respect to the Notes
     (herein called the "Trustee", which term includes any successor
     Trustee with respect to the Notes under the Indenture).  The
     terms of individual Notes may vary with respect to interest rates
     or interest rate formulas, issue dates, maturity, redemption,
     repayment, currency of payment and otherwise.

          The Notes, if denominated in United States dollars, are
     issuable only in registered form without coupons, in
     denominations of $1,000 and integral multiples of $1,000 in
     excess thereof.  As provided in the Indenture and subject to
     certain limitations therein set forth, the Notes are exchangeable
     for a like aggregate principal amount of Notes denominated as
     authorized, as requested by the Holder surrendering the same.

          If this Note is a Global Security, this Note is exchangeable
     for certificated Notes only under the circumstances set forth in
     the Indenture.

          This Note is not subject to any sinking fund and, unless
     otherwise provided above in accordance with the provisions of the
     following paragraphs, is not redeemable or repayable prior to
     Stated Maturity.




          If so provided above, this Note may be redeemed by the
     Company on any date on and after the Initial Redemption Date, if
     any, specified above.  If no Initial Redemption Date is set forth
     above, this Note may not be redeemed prior to Stated Maturity. 
     On and after the Initial Redemption Date, if any, this Note may
     be redeemed at any time in whole or from time to time in part in
     increments of $1,000 (provided that any remaining principal
     hereof shall be at least $1,000) at the option of the Company at
     the applicable Redemption Price (as defined below) together with
     accrued interest, if any, hereon at the applicable rate payable
     to the date of redemption (each such date, a "Redemption Date"),
     on written notice given not more than 60 nor less than 30 days
     prior to the Redemption Date.  In the event of redemption of 
     this Note in part only, a new Note for the unredeemed portion
     hereof shall be issued in the name of the Holder hereof upon the
     surrender hereof.

          Unless otherwise specified above, the "Redemption Price"
     shall initially be an amount equal to the Initial Redemption
     Percentage, if any, specified above, multiplied by the unpaid
     principal amount to be redeemed.  The Initial Redemption
     Percentage, if any, applicable to this Note shall decline at each
     anniversary of the Initial Redemption Date by an amount equal to
     the applicable Annual Redemption Percentage Reduction, if any,
     specified above until the Redemption Price is equal to 100% of
     the unpaid principal amount to be redeemed.  

          This Note is subject to repayment in whole or in part at the
     option of the Holder on the Optional Repayment Date(s), if any,
     indicated above.  If no Optional Repayment Date(s) are set forth
     above, this Note is not subject to repayment at the option of the
     Holder hereof prior to Stated Maturity.  On any Optional
     Repayment Date, this Note shall be repayable in whole or in part
     in increments of $1,000 (provided that any remaining principal
     hereof shall be at least $1,000) at the option of the Holder
     hereof at a repayment price equal to 100% of the principal amount
     to be repaid, together with accrued interest, if any, hereon at
     the applicable rate payable to the relevant Optional Repayment
     Date.  For this Note to be repaid in whole or in part at the
     option of the Holder hereof, this Note must be received, with the
     form entitled "Option to Elect Repayment" below duly completed,
     by the Trustee at its Corporate Trust Office, or such address
     which the Company shall from time to time notify the Holders of
     the Notes, not more than 60 nor less than 30 days prior to the
     relevant Optional Repayment Date.  Exercise of such repayment
     option by the Holder hereof shall be irrevocable.  In the event
     of repayment of this Note in part only, a new Note for the
     unrepaid portion hereof shall be issued in the name of the Holder
     hereof upon the surrender hereof.




          The interest rate borne by this Note shall be determined as
     follows:

               1.   If this Note is designated as a Regular Floating
          Rate Note above or if no designation is made for Interest
          Calculation above, then, except as described below or in an
          Addendum hereto, this Note shall bear interest at the rate
          determined by reference to the applicable Interest Rate
          Basis or Bases shown above (i) plus or minus the applicable
          Spread, if any, and/or (ii) multiplied by the applicable
          Spread Multiplier, if any, specified and applied in the
          manner described above.  Commencing on the Initial Interest
          Reset Date, the rate at which interest on this Note is
          payable shall be reset as of each Interest Reset Date
          specified above; provided, however, that the interest rate 
                           --------  -------
          in effect for the period from the Original Issue Date to the
          Initial Interest Reset Date will be the Initial Interest
          Rate specified above. 

               2.   If this Note is designated as a Floating
          Rate/Fixed Rate Note above, then, except as described below
          or in an Addendum hereto, this Note shall bear interest at
          the rate determined by reference to the applicable Interest
          Rate Basis or Bases shown above (i) plus or minus the
          applicable Spread, if any, and/or (ii) multiplied by the
          applicable Spread Multiplier, if any, specified and applied
          in the manner described above.  Commencing on the Initial
          Interest Reset Date, the rate at which interest on this Note
          is payable shall be reset as of each Interest Reset Date
          specified above, provided, however, that (i) the interest 
                           --------  -------
          rate in effect for the period from the Original Issue Date
          to the Initial Interest Reset Date shall be the Initial
          Interest Rate specified above and (ii) the interest rate in
          effect commencing on, and including, the Fixed Rate
          Commencement Date specified above to Maturity shall be the
          Fixed Interest Rate, if such a rate is specified above, or
          if no such Fixed Interest Rate is so specified, the interest
          rate in effect hereon on the day immediately preceding the
          Fixed Rate Commencement Date.

               3.   If this Note is designated as an Inverse Floating
          Rate Note above, then, except as described below or in an
          Addendum hereto, this Note shall bear interest equal to the
          Fixed Interest Rate indicated above minus the rate
          determined by reference to the applicable Interest Rate
          Basis or Bases shown above (i) plus or minus the applicable
          Spread, if any, and/or (ii) multiplied by the applicable








          Spread Multiplier, if any, specified and applied in the
          manner described above; provided, however, that, unless 
                                  --------  -------
          otherwise specified above, the interest rate hereon will not
          be less than zero percent.  Commencing on the Initial
          Interest Reset Date specified above the rate at which
          interest on this Note is payable shall be reset as of each
          Interest Reset Date specified above; provided, however, that
                                               --------  -------
          the interest rate in effect for the period from the Original
          Issue Date to the Initial Interest Reset Date shall be the
          Initial Interest Rate specified above.

          Notwithstanding the foregoing, if this Note is designated
     above as having an Addendum attached, this Note shall bear
     interest in accordance with the terms described in such Addendum.

          Except as provided above, the interest rate in effect on
     each day shall be (a) if such day is an Interest Reset Date, the
     interest rate determined as of the Interest Determination Date
     (as defined below) immediately preceding such Interest Reset Date
     or (b) if such day is not an Interest Reset Date, the interest
     rate determined as of the Interest Determination Date immediately
     preceding the next preceding Interest Reset Date.  Except as
     provided above, each Interest Rate Basis shall be the rate
     determined in accordance with the applicable provision below.  If
     any Interest Reset Date (which term includes the term Initial
     Interest Reset Date unless the context otherwise requires) would
     otherwise be a day that is not a Business Day, such Interest
     Reset Date shall be postponed to the next succeeding day that is
     a Business Day, except that if an Interest Rate Basis specified
     above is LIBOR and such next Business Day falls in the next
     succeeding calendar month, such Interest Reset Date shall be the
     immediately preceding Business Day.

          Unless otherwise specified above, interest payable on this
     Note on any Interest Payment Date or Maturity shall be the amount
     of interest accrued from and including the next preceding Inter-
     est Payment Date in respect of which interest has been paid (or
     from and including the Original Issue Date specified above, if no
     interest has been paid), to but excluding the related Interest
     Payment Date or Maturity, as the case may be.

          Unless otherwise specified above, accrued interest hereon
     shall be an amount calculated by multiplying the principal amount
     hereof by an accrued interest factor.  Such accrued interest
     factor shall be computed by adding the interest factor calculated
     for each day in the period for which accrued interest is being
     calculated.  Unless otherwise specified above under Day Count
     Convention, the interest factor for each such day shall be
     computed by dividing the interest rate applicable to such day by
     360, if the CD Rate, the Commercial Paper Rate, the Eleventh




     District Cost of Funds Rate, the Federal Funds Rate, LIBOR, or
     the Prime Rate is an applicable Interest Rate Basis, or by the
     actual number of days in the year if the CMT Rate or the Treasury
     Rate is an applicable Interest Rate Basis.  Unless otherwise
     specified above under Day Count Convention, the interest factor
     for this Note, if the interest rate is calculated with reference
     to two or more Interest Rate Bases, shall be calculated in each
     period in the same manner as if only the Applicable Interest Rate
     Basis specified above applied. 

          The interest rate applicable to each Interest Reset Period
     commencing on the Interest Reset Date with respect to such Inter-
     est Reset Period will be the rate determined as of the applicable
     Interest Determination Date on or prior to the Calculation Date
     (as defined below), except that the interest rate with respect to
     LIBOR and the Eleventh District Cost of Funds Rate will be calcu-
     lated on such Interest Determination Date.  Unless otherwise
     specified above, the "Interest Determination Date" with respect
     to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
     Federal Funds Rate and the Prime Rate will be the second Business
     Day preceding each Interest Reset Date; the "Interest Determina-
     tion Date" with respect to the Eleventh District Cost of Funds
     Rate will be the last working day of the month immediately pre-
     ceding each Interest Reset Date on which the Federal Home Loan
     Bank of San Francisco (the "FHLB of San Francisco") publishes the
     Index (as defined below); the "Interest Determination Date" with
     respect to LIBOR shall be the second London Business Day (as
     defined below) immediately preceding each Interest Reset Date,
     unless the Index Currency is British pounds sterling in which
     case the "Interest Determination Date" will be the applicable
     Interest Reset Date; and the "Interest Determination Date" with
     respect to the Treasury Rate will be the day in the week in which
     the related Interest Reset Date falls on which day Treasury Bills
     (as defined below) are normally auctioned (Treasury Bills are
     normally sold at auction on Monday of each week, unless that day
     is a legal holiday, in which case the auction is normally held on
     the following Tuesday, except that such auction may be held on
     the preceding Friday); provided, however, that if an auction is
                            --------  -------
     held on the Friday of the week preceding the related Interest
     Reset Date, the related Interest Determination Date shall be such
     preceding Friday; and provided, further, that if an auction shall
                           --------  -------
     fall on any Interest Reset Date, then the Interest Reset Date
     shall instead be the first Business Day following such auction. 
     If the interest rate of this Note is determined with reference to
     two or more Interest Rate Bases as specified above, the Interest
     Determination Date pertaining to this Note will be the latest 
     Business Day which is at least two Business Days prior to the
     applicable Interest Reset Date on which each Interest Rate Basis
     is determinable.  Each Interest Rate Basis shall be determined on
     such date, and the applicable interest rate shall take effect on
     the related Interest Reset Date.





          Unless otherwise specified above, the "Calculation Date"
     pertaining to any Interest Determination Date will be the earlier
     of (i) the tenth calendar day after such Interest Determination
     Date or, if such day is not a Business Day, the next succeeding
     Business Day and (ii) the Business Day immediately preceding the
     applicable Interest Payment Date or Maturity, as the case may be. 
     All calculations on this Note shall be made by the Calculation
     Agent specified above or such successor thereto as is duly
     appointed by the Company.

          All percentages resulting from any calculation on this Note
     will be rounded, if necessary, to the nearest one hundred-
     thousandth of a percentage point, with five one-millionths of a
     percentage point rounded upward (e.g., 9.876545% (or 0.09876545)
     would be rounded to 9.87655% (or 0.0987655) and 9.876544% (or
     0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
     dollar amounts used in or resulting from such calculation will be
     rounded to the nearest cent (with one-half cent being rounded
     upward).

          As used herein, "Business Day" means, unless otherwise
     specified above, any day other than a Saturday or a Sunday, that
     is neither a legal holiday nor a day on which banking institu-
     tions are authorized or required by law, regulation or executive
     order to close in The City of New York and, if an Interest Rate
     Basis shown above is LIBOR, is also a London Business Day.

          As used herein, unless otherwise specified above, "London
     Business Day" means (a) if the Index Currency is other than the
     European Currency Unit ("ECU"), any day on which dealings in such
     Index Currency are transacted in the London interbank market or
     (b) if the Index Currency is the ECU, any day that does not
     appear as an ECU non-settlement day on the display designated as
     "ISDE" on the Reuters Monitor Money Rates Service (or a day so
     designated by the ECU Banking Association) or, if ECU non-
     settlement days do not appear on that page (and are not so desig-
     nated), is not a day on which payments in ECU cannot be settled
     in the international interbank market.

          Determination of CD Rate.  If an Interest Rate Basis for
          ------------------------
     this Note is the CD Rate, as indicated above, the CD Rate shall
     be determined as of the applicable Interest Determination Date (a
     "CD Rate Interest Determination Date"), as the rate on such date
     for negotiable United States dollar certificates of deposit
     having the Index Maturity specified above as published by the
     Board of Governors of the Federal Reserve System in "Statistical
     Release H.15(519), Selected Interest Rates" or any successor



     publication ("H.15(519)"), under the heading "Cds (Secondary
     Market)", or, if such rate is not so published by 3:00 P.M., New
     York City time, on the related Calculation Date, the rate on such
     CD Rate Interest Determination Date for negotiable United States
     dollar certificates of deposit of the Index Maturity specified
     above as published by the Federal Reserve Bank of New York in its
     daily statistical release "Composite 3:30 P.M. Quotations for
     U.S. Government Securities" or any successor publication
     ("Composite Quotations") under the heading "Certificates of
     Deposit".  If such rate is not yet published in either H.15(519)
     or Composite Quotations by 3:00 P.M., New York City time, on the
     related Calculation Date, then the CD Rate on such CD Rate Inter-
     est Determination Date shall be calculated by the Calculation
     Agent and shall be the arithmetic mean of the secondary market
     offered rates as of 10:00 A.M., New York City time, on such CD
     Rate Interest Determination Date, of three leading non-bank
     dealers in negotiable United States dollar certificates of
     deposit in The City of New York selected by the Calculation Agent
     for negotiable certificates of deposit of major United States
     money center banks for negotiable certificates of deposit with a
     remaining maturity closest to the Index Maturity designated above
     in an amount that is representative for a single transaction in
     that market at that time; provided, however, that if the dealers
                               --------  -------
     selected as aforesaid by the Calculation Agent are not quoting as
     mentioned in this sentence, the CD Rate determined as of such CD
     Rate Interest Determination Date shall be the CD Rate in effect
     on such CD Rate Interest Determination Date.

          Determination of CMT Rate.  If an Interest Rate Basis for
          -------------------------
     this Note is the CMT Rate, as indicated above, the CMT Rate shall
     be determined as of the applicable Interest Determination Date (a
     "CMT Rate Interest Determination Date"), as the rate displayed on
     the Designated CMT Telerate Page under the caption "...Treasury
     Constant Maturities...Federal Reserve Board Release
     H.15...Mondays Approximately 3:45 P.M.," under the column for the
     Designated CMT Maturity Index for (i) if the Designated CMT
     Telerate Page is 7055, the rate on such CMT Rate Interest
     Determination Date and (ii) if the Designated CMT Telerate Page
     is 7052, the weekly or monthly average, as specified above, for
     the week or the month, as applicable, ended immediately preceding
     the week or the month, as applicable, in which the related CMT
     Rate Interest Determination Date occurs.  If such rate is no
     longer displayed on the relevant page, or if not displayed by
     3:00 P.M., New York City time, on the related Calculation Date,
     then the CMT Rate for such CMT Rate Interest Determination Date
     shall be such treasury constant maturity rate for the Designated
     CMT Maturity Index as published in the relevant H.15(519).  If
     such rate is no longer published, or if not published by 3:00
     P.M., New York City time, on the related Calculation Date, then
     the CMT Rate for such CMT Rate Interest Determination Date shall




     be such treasury constant maturity rate for the Designated CMT
     Maturity Index (or other United States Treasury rate for the
     Designated CMT Maturity Index) for the CMT Rate Interest Determi-
     nation Date with respect to such Interest Reset Date as may then
     be published by either the Board of Governors of the Federal
     Reserve System or the United States Department of the Treasury
     that the Calculation Agent determines to be comparable to the
     rate formerly displayed on the Designated CMT Telerate Page and
     published in the relevant H.15(519).  If such information is not
     provided by 3:00 P.M., New York City time, on the related Calcu-
     lation Date, then the CMT Rate for the CMT Rate Interest Determi-
     nation Date shall be calculated by the Calculation Agent and
     shall be a yield to maturity, based on the arithmetic mean of the
     secondary market closing offer side prices as of approximately
     3:30 P.M. (New York City time) on the CMT Rate Interest Determi-
     nation Date reported, according to their written records, by
     three leading primary United States government securities dealers
     (each, a "Reference Dealer") in The City of New York selected by
     the Calculation Agent (from five such Reference Dealers selected
     by the Calculation Agent and eliminating the highest quotation
     (or, in the event of equality, one of the highest) and the lowest
     quotation (or, in the event of equality, one of the lowest)), for
     the most recently issued direct noncallable fixed rate obliga-
     tions of the United States ("Treasury Notes") with an original
     maturity of approximately the Designated CMT Maturity Index and a
     remaining term to maturity of not less than such Designated CMT
     Maturity Index minus one year.  If the Calculation Agent cannot
     obtain three such Treasury Note quotations, the CMT Rate for such
     CMT Rate Interest Determination Date shall be calculated by the
     Calculation Agent and shall be a yield to maturity based on the
     arithmetic mean of the secondary market offer side prices as of
     approximately 3:30 P.M. (New York City time) on the CMT Rate
     Interest Determination Date of three Reference Dealers in The
     City of New York (from five such Reference Dealers selected by
     the Calculation Agent and eliminating the highest quotation (or,
     in the event of equality, one of the highest) and the lowest
     quotation (or, in the event of equality, one of the lowest)), for
     Treasury Notes with an original maturity of the number of years
     that is the next highest to the Designated CMT Maturity Index and
     a remaining term to maturity closest to the Designated CMT
     Maturity Index and in an amount of at least $100 million.  If
     three or four (and not five) of such Reference Dealers are quot-
     ing as described above, then the CMT Rate shall be based on the
     arithmetic mean of the offer prices obtained and neither the
     highest nor the lowest of such quotes shall be eliminated;
     provided, however, that if fewer than three Reference Dealers
     selected by the Calculation Agent are quoting as described
     herein, the CMT Rate shall be the CMT Rate in effect on such CMT
     Rate Interest Determination Date.  If two Treasury Notes with an
     original maturity as described in the second preceding sentence
     have remaining terms to maturity equally close to the Designated
     CMT Maturity Index, the quotes for the Treasury Note with the
     shorter remaining term to maturity shall be used.





          "Designated CMT Telerate Page" shall mean the display on the
     Dow Jones Telerate Service (or any successor service) on the page
     designated above (or any other page as may replace such page on
     that service for the purpose of displaying Treasury Constant
     Maturities as reported in H.15(519)), for the purpose of display-
     ing Treasury Constant Maturities as reported in H.15(519).  If no
     such page is specified above, the Designated CMT Telerate Page
     shall be 7052, for the most recent week.

          "Designated CMT Maturity Index" means the original period to
     maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
     10, 20, or 30 years) specified above with respect to which the
     CMT Rate shall be calculated.  If no such maturity is specified
     above, the Designated CMT Maturity Index shall be 2 years.

          Determination of Commercial Paper Rate.  If an Interest Rate
          --------------------------------------
     Basis for this Note is the Commercial Paper Rate, as indicated
     above, the Commercial Paper Rate shall be determined as of the
     applicable Interest Determination Date (a "Commercial Paper Rate
     Interest Determination Date"), as the Money Market Yield (as
     defined below) on such date of the rate for commercial paper
     having the Index Maturity specified above as published in
     H.15(519) under the heading "Commercial Paper".  In the event
     that such rate is not published by 3:00 P.M., New York City time,
     on the related Calculation Date, then the Commercial Paper Rate
     shall be the Money Market Yield on such Commercial Paper Rate
     Interest Determination Date of the rate for commercial paper
     having the Index Maturity shown above as published in Composite
     Quotations under the heading "Commercial Paper" (with an Index
     Maturity of one month or three months being deemed to be equiva-
     lent to an Index Maturity of 30 days or 90 days, respectively). 
     If by 3:00 P.M., New York City time, on the related Calculation
     Date such rate is not yet published in either H.15(519) or
     Composite Quotations, then the Commercial Paper Rate on such
     Commercial Paper Rate Interest Determination Date shall be calcu-
     lated by the Calculation Agent and shall be the Money Market
     Yield of the arithmetic mean of the offered rates at approxi-
     mately 11:00 A.M., New York City time, on such Commercial Paper
     Rate Interest Determination Date of three leading dealers of
     commercial paper in The City of New York selected by the Calcu-
     lation Agent for commercial paper having the Index Maturity
     specified above placed for an industrial issuer whose bond rating
     is "AA," or the equivalent, from a nationally recognized
     statistical rating organization; provided, however, that if the
                                      --------  -------
     dealers selected as aforesaid by the Calculation Agent are not
     quoting as mentioned in this sentence, the Commercial Paper Rate
     determined as of such Commercial Paper Rate Interest
     Determination Date shall be the Commercial Paper Rate in effect
     on such Commercial Paper Rate Interest Determination Date.

          "Money Market Yield" shall be a yield (expressed as a
     percentage) calculated in accordance with the following formula:

                    Money Market Yield =   D x 360    x 100
                                         ------------
                                          360-(D x M)




     where "D" refers to the applicable per annum rate for commercial
     paper quoted on a bank discount basis and expressed as a decimal
     and "M" refers to the actual number of days in the interest
     period for which interest is being calculated.

          Determination of Eleventh District Cost of Funds Rate.  If
          -----------------------------------------------------
     an Interest Rate Basis for this Note is the Eleventh District
     Cost of Funds Rate, as indicated above, the Eleventh District
     Cost of Funds Rate shall be determined as of the applicable
     Interest Determination Date (an "Eleventh District Cost of Funds
     Rate Interest Determination Date"), as the rate equal to the
     monthly weighted average cost of funds for the calendar month
     immediately preceding the month in which such Eleventh District
     Cost of Funds Rate Interest Determination Date falls, as set
     forth under the caption "11th District" on Telerate Page 7058 as
     of 11:00 A.M., San Francisco time, on such Eleventh District Cost
     of Funds Rate Interest Determination Date.  If such rate does not
     appear on Telerate Page 7058 on such Eleventh District Cost of
     Funds Rate Interest Determination Date, the Eleventh District
     Cost of Funds Rate for such Eleventh District Cost of Funds Rate
     Interest Determination Date shall be the monthly weighted average
     cost of funds paid by member institutions of the Eleventh Federal
     Home Loan Bank District that was most recently announced (the
     "Index") by the FHLB of San Francisco as such cost of funds for
     the calendar month immediately preceding such Eleventh District
     Cost of Funds Rate Interest Determination Date.  If the FHLB of
     San Francisco fails to announce the Index on or prior to such
     Eleventh District Cost of Funds Rate Interest Determination Date
     for the calendar month immediately preceding such Eleventh
     District Cost of Funds Rate Interest Determination Date, then the
     Eleventh District Cost of Funds Rate determined as of such
     Eleventh District Cost of Funds Rate Interest Determination Date
     shall be the Eleventh District Cost of Funds Rate in effect on
     such Eleventh District Cost of Funds Rate Interest Determination
     Date.

          Determination of Federal Funds Rate.  If an Interest Rate
          -----------------------------------
     Basis for this Note is the Federal Funds Rate, as indicated
     above, the Federal Funds Rate shall be determined as of the
     applicable Interest Determination Date (a "Federal Funds Rate
     Interest Determination Date"), as the rate on such date for
     federal funds as published in H.15(519) under the heading
     "Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
     New York City time, on the related Calculation Date, the rate on
     such Federal Funds Rate Interest Determination Date as published
     in Composite Quotations under the heading "Federal
     Funds/Effective Rate."  If by 3:00 P.M., New York City time, on
     the related Calculation Date such rate is not published in either
     H.15(519) or Composite Quotations, then the Federal Funds Rate on
     such Federal Funds Rate Interest Determination Date shall be
     calculated by the Calculation Agent and shall be the arithmetic



     mean of the rates for the last transaction in overnight United
     States dollar federal funds arranged by three leading brokers of
     federal funds transactions in The City of New York selected by
     the Calculation Agent prior to 9:00 A.M., New York City time on
     such Federal Funds Rate Interest Determination Date; provided,
                                                          --------
      however, that if the brokers selected as aforesaid by the Calcu
      -------
     lation Agent are not quoting as mentioned in this sentence, the
     Federal Funds Rate determined as of such Federal Funds Rate
     Interest Determination Date shall be the Federal Funds Rate in
     effect on such Federal Funds Rate Interest Determination Date.

          Determination of LIBOR.  If an Interest Rate Basis for this
          ----------------------
     Note is LIBOR, as indicated above, LIBOR will be determined as of
     the applicable Interest Determination Date (a "LIBOR Interest
     Determination Date") in accordance with the following provisions
     under LIBOR Reuters or LIBOR Telerate as specified above:  

               (i)  (a) If LIBOR Reuters is specified above as the
          method for determining LIBOR, with respect to an Interest
          Determination Date relating to this Note (a "LIBOR Interest
          Determination Date"), LIBOR will be determined on the basis
          of the arithmetic mean of the offered rates (unless the
          specified Designated LIBOR Page by its terms provides for
          only a single rate, in which case such single rate shall be
          used) for deposits in the Index Currency having the Index
          Maturity designated above, commencing on the applicable
          Interest Reset Date that appear (or, if only a single rate
          is required as aforesaid, appears) on the Designated LIBOR
          Page specified above as of 11:00 A.M., London time, on such
          LIBOR Interest Determination Date, or (b) if LIBOR Telerate
          is specified above as the method for determining LIBOR, or
          if no other method is specified above as the method for
          determining LIBOR, with respect to a LIBOR Interest Deter-
          mination Date for this Note, LIBOR will be the rate for
          deposits in the Index Currency having the Index Maturity
          designated above, commencing on such Interest Reset Date
          that appears on the Designated LIBOR Page specified above as
          of 11:00 A.M., London time, on such LIBOR Interest Determi-
          nation Date.  If fewer than two such offered rates appear,
          or if no such rate appears, as applicable, LIBOR in respect
          of the related LIBOR Interest Determination Date will be
          determined in accordance with the provisions described in
          clause (ii) below.

              (ii)  With respect to a LIBOR Interest Determination
          Date on which fewer than two offered rates appear, or no
          rate appears, as the case may be, on the applicable
          Designated LIBOR Page as specified in clause (i) above, the
          Calculation Agent will request the principal London offices
          of each of four major reference banks in the London
          interbank market, as selected by the Calculation Agent, to



          provide the Calculation Agent with its offered quotation for
          deposits in the Index Currency for the period of the Index
          Maturity specified above, commencing on the applicable
          Interest Reset Date, to prime banks in the London interbank
          market at approximately 11:00 A.M., London time, on such
          LIBOR Interest Determination Date and in a principal amount
          that is representative for a single transaction in such
          Index Currency in such market at such time. If at least two
          such quotations are provided, LIBOR determined on such LIBOR
          Interest Determination Date will be the arithmetic mean of
          such quotations.  If fewer than two quotations are provided,
          LIBOR determined on such LIBOR Interest Determination Date
          will be the arithmetic mean of the rates quoted at
          approximately 11:00 A.M., in the applicable Principal
          Financial Center, on such LIBOR Interest Determination Date
          by three major banks in such Principal Financial Center,
          selected by the Calculation Agent for loans in the Index
          Currency to leading European banks, having the Index
          Maturity specified above and in a principal amount that is
          representative for a single transaction in such Index
          Currency in such market at such time; provided, however,
          that if the banks so selected by the Calculation Agent are
          not quoting as mentioned in this sentence, LIBOR determined
          as of such LIBOR Interest Determination Date shall be LIBOR
          in effect on such LIBOR Interest Determination Date.

          "Index Currency" means the currency (including composite
     currencies) specified above as the currency for which LIBOR shall
     be calculated.  If no such currency is specified above, the Index
     Currency shall be United States dollars.

          "Designated LIBOR Page" means either (a) if "LIBOR Reuters"
     is specified above, the display on the Reuters Monitor Money
     Rates Service (or any successor service) on the page specified
     above (or any other page as may replace such page on such
     service) for the purpose of displaying the London interbank rates
     of major banks for the applicable Index Currency, or (b) if
     "LIBOR Telerate" is specified above or neither "LIBOR Reuters"
     nor "LIBOR Telerate" is specified above as the method for calcu-
     lating LIBOR, the display on the Dow Jones Telerate Service (or
     any successor service) on the page specified above (or any other
     page as may replace such page on such service) for the purpose of
     displaying the London interbank rates of major banks for the
     applicable Index Currency.

          "Principal Financial Center" means the capital city of the
     country issuing the specified Index Currency, except that with
     respect to United States dollars, Australian Dollars, Deutsche
     Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the
     Principal Financial Center shall be The City of New York, Sydney,
     Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.





          Determination of Prime Rate.  If an Interest Rate Basis for
          ---------------------------
     this Note is the Prime Rate, as indicated above, the Prime Rate
     shall be determined as of the applicable Interest Determination
     Date (a "Prime Rate Interest Determination Date") as the rate on
     such date as such rate is published in H.15(519) under the
     heading "Bank Prime Loan".  If such rate is not published prior
     to 3:00 P.M., New York City time, on the related Calculation
     Date, then the Prime Rate shall be the arithmetic mean of the
     rates of interest publicly announced by each bank that appears on
     the Reuters Screen USPRIME1 Page (as defined below) as such
     bank's prime rate or base lending rate as in effect for such
     Prime Rate Interest Determination Date.  If fewer than four such
     rates appear on the Reuters Screen USPRIME1 Page for such Prime
     Rate Interest Determination Date, the Prime Rate shall be the
     arithmetic mean of the prime rates quoted on the basis of the
     actual number of days in the year divided by a 360-day year as of
     the close of business on such Prime Rate Interest Determination
     Date by four major money center banks in The City of New York
     selected by the Calculation Agent.  If fewer than four such
     quotations are so provided, then the Prime Rate shall be the
     arithmetic mean of four prime rates quoted on the basis of the
     actual number of days in the year divided by a 360-day year as of
     the close of business on such Prime Rate Interest Determination
     Date as furnished in The City of New York by the major money
     center banks, if any, that have provided such quotations and by a
     reasonable number of substitute banks or trust companies to
     obtain four such prime rate quotations, provided such substitute
     banks or trust companies are organized and doing business under
     the laws of the United States, or any state thereof, each having
     total equity capital of at least U.S.$500 million and being
     subject to supervision or examination by Federal or state
     authority, selected by the Calculation Agent to provide such rate
     or rates; provided, however, that if the banks or trust companies
     selected as aforesaid are not quoting as mentioned in this
     sentence, the Prime Rate determined as of such Prime Rate
     Interest Determination Date shall be the Prime Rate in effect on
     such Prime Rate Interest Determination Date.  

          "Reuters Screen USPRIME1 Page" means the display on the
     Reuters Monitor Money Rates Service (or any successor service) on
     the "USPRIME1" page (or such other page as may replace the
     USPRIME1 page on that service) for the purpose of displaying
     prime rates or base lending rates of major United States banks.

          Determination of Treasury Rate.  If an Interest Rate Basis
          ------------------------------
     for this Note is the Treasury Rate, as specified above, the
     Treasury Rate shall be determined as of the applicable Interest
     Determination Date (a "Treasury Rate Interest Determination
     Date") as the rate for the auction held on such Treasury Rate
     Interest Determination Date of direct obligations of the United
     States ("Treasury Bills") having the Index Maturity specified



     above, as such rate is published in H.15(519) under the heading
     "Treasury Bills -- auction average (investment)" or, if not
     published by 3:00 P.M., New York City time, on the related
     Calculation Date, the auction average rate (expressed as a bond
     equivalent on the basis of a year of 365 or 366 days, as appli-
     cable, and applied on a daily basis) as otherwise announced by
     the United States Department of the Treasury.  In the event that
     the results of the auction of Treasury Bills having the Index
     Maturity specified above are not reported as provided by 3:00
     P.M., New York City time, on such Calculation Date, or if no such
     auction is held, then the Treasury Rate shall be calculated by
     the Calculation Agent and shall be a yield to maturity (expressed
     as a bond equivalent on the basis of a year of 365 or 366 days,
     as applicable, and applied on a daily basis) of the arithmetic
     mean of the secondary market bid rates, as of approximately 3:30
     P.M., New York City time, on such Treasury Rate Interest Determi-
     nation Date, of three leading primary United States government
     securities dealers selected by the Calculation Agent, for the
     issue of Treasury Bills with a remaining maturity closest to the
     Index Maturity specified above; provided, however, that if the
                                     --------  -------
     dealers selected as aforesaid by the Calculation Agent are not
     quoting as mentioned in this sentence, the Treasury Rate
     determined as of such Treasury Rate Interest Determination Date
     shall be the Treasury Rate in effect on such Treasury Rate
     Interest Determination Date.

          Any provision contained herein, including the determination
     of an Interest Rate Basis, the specification of an Interest Rate
     Basis, calculation of the interest rate applicable to this Note,
     its Interest Payment Dates or any other matter relating hereto
     may be modified as specified in an Addendum relating hereto if so
     specified above.

          Notwithstanding the foregoing, the interest rate hereon
     shall not be greater than the Maximum Interest Rate, if any, or 
     less than the Minimum Interest Rate, if any, specified above.  In
     addition to any Maximum Interest Rate applicable hereto pursuant
     to the above provisions, the interest rate on this Note will in
     no event be higher than the maximum rate permitted by New York
     law, as the same may be modified by United States law of general
     application.  The Calculation Agent shall calculate the interest
     rate hereon in accordance with the foregoing on or before each
     Calculation Date, except that, with respect to LIBOR and the
     Eleventh District Cost of Funds Rate, such interest rate will be
     calculated as of such Interest Determination Date.  Unless
     otherwise specified above, The Chase Manhattan Bank will be the
     Calculation Agent.

          At the request of the Holder hereof, the Calculation Agent
     shall provide to the Holder hereof the interest rate hereon then




     in effect and, if determined, the interest rate which shall
     become effective as of the next Interest Reset Date.

          The Indenture contains provisions for defeasance at any time
     of the entire indebtedness of this Note upon compliance with
     certain conditions set forth in the Indenture.

          If an Event of Default with respect to the Notes shall occur
     and be continuing, the principal of all the Notes may be declared
     due and payable in the manner and with the effect provided in the
     Indenture.

          The Indenture permits, with certain exceptions as therein
     provided, the amendment thereof and the modification of the
     rights and obligations of the Company and the rights of the
     Holders of the Securities of each series to be affected thereby
     at any time by the Company and the Trustee with the consent of
     the Holders of 66 2/3% in aggregate principal amount of the
     Outstanding Securities of each series affected thereby.  The
     Indenture also contains provisions permitting the Holders of
     specified percentages in aggregate principal amount of the
     Securities of each series at the time Outstanding, on behalf of
     the Holders of all the Securities of such series, to waive
     compliance by the Company with certain provisions of the
     Indenture and certain past defaults under the Indenture and their
     consequences.  Any such consent or waiver by the Holder of this
     Note shall be conclusive and binding upon such Holder and upon
     all future Holders of this Note and of any Note issued upon the
     registration of transfer hereof or in exchange herefor or in lieu
     hereof whether or not notation of such consent or waiver is made
     upon this Note.

          As provided in and subject to the provisions of the
     Indenture, the Holder of this Note shall not have the right to
     institute any proceeding with respect to the Indenture or for the
     appointment of a receiver or trustee or for any other remedy
     thereunder, unless: (i) such Holder shall have previously given
     the Trustee written notice of a continuing Event of Default with
     respect to the Notes; (ii) the Holders of not less than 25% in
     principal amount of the Notes at the time Outstanding shall have
     made written request to the Trustee to institute proceedings in
     respect of such Event of Default as Trustee and offered the
     Trustee reasonable indemnity; (iii) the Trustee shall not have
     received from the Holders of a majority in principal amount of
     Notes at the time Outstanding a direction inconsistent with such
     request; and (iv) the Trustee shall have failed to institute any
     such proceeding for 60 days after receipt of such notice, request
     and offer of indemnity.  The foregoing shall not apply to any
     suit instituted by the Holder of this Note for the enforcement of
     any payment of principal hereof or any premium or interest hereon
     on or after the respective due dates expressed herein.




          No reference herein to the Indenture and no provision of
     this Note or of the Indenture shall alter or impair the
     obligation of the Company, which is absolute and unconditional,
     to pay the principal of and any premium and interest on this Note
     at the time, place and rate, and in the coin or currency, herein
     prescribed.

          As provided in the Indenture and subject to certain
     limitations therein set forth, the transfer of this Note may be
     registered on the Security Register of the Company, upon
     surrender of this Note for registration of transfer at the office
     or agency of the Company in The City of New York, duly endorsed
     by, or accompanied by a written instrument of transfer in form
     satisfactory to the Company and the Security Registrar duly
     executed by, the Holder hereof or by its attorney duly authorized
     in writing, and thereupon one or more new Notes of authorized
     denominations and for the same aggregate principal amount, will
     be issued to the designated transferee or transferees.

          No service charge shall be made for any registration of
     transfer or exchange, but the Company may require payment of a
     sum sufficient to cover any tax or other governmental charge
     payable in connection therewith.

          Prior to due presentment of this Note for registration of
     transfer, the Company, the Trustee and any agent of the Company
     or the Trustee may treat the Person in whose name this Note is
     registered as the owner hereof for all purposes, whether or not
     this Note be overdue, and neither the Company, the Trustee nor
     any such agent shall be affected by notice to the contrary.

          No recourse for the payment of the principal of or interest
     on this Note, or for any claim based hereon or otherwise in
     respect hereof, and no recourse under or upon any obligation,
     covenant or agreement of the Company in the Indenture or any
     indenture supplemental thereto, or in any Note, or because of the
     creation of any indebtedness represented thereby, shall be had
     against any incorporator, shareholder, officer or director, as
     such, past, present or future, of the Company or of any successor
     corporation, either directly or through the Company or any
     successor corporation, whether by virtue of any constitution,
     statute or rule of law or by the enforcement of any assessment or
     penalty or otherwise, all such liability being, by the acceptance
     hereof and as part of the consideration for the issue hereof,
     expressly waived and released.

          The Indenture and the Notes shall be governed by and
     construed in accordance with the laws of the State of New York.

          All terms used and not defined in this Note which are
     defined in the Indenture shall have the meanings assigned to them
     in the Indenture.





          IN WITNESS WHEREOF, the Company has caused this instrument
     to be duly executed, manually or in facsimile, and an imprint or
     facsimile of its corporate seal to be imprinted hereon.


          [SEAL]                   FRANKLIN RESOURCES, INC.



                                   By:                            
                                   ---------------------------------
                                       Name:
                                       Title:


     Attest:



     By:                            
         ---------------------------
        Name:
         Title:


     CERTIFICATE OF AUTHENTICATION
     This is one of the Notes of
     the series designated herein
     referred to in the within-
     mentioned Indenture.

       THE CHASE MANHATTAN BANK,
        as Trustee



     By:                                Dated:                 
         ---------------------------           ----------------
        Authorized Officer







                         OPTION TO ELECT REPAYMENT

          The undersigned hereby irrevocably request(s) and
     instruct(s) the Company to repay this Note (or portion hereof
     specified below) pursuant to its terms at a price equal to 100%
     of the principal amount hereof to be repaid (or such other
     percentage of such principal amount as may be specified above),
     together with interest to the repayment date, to the undersigned,
     at                                                              
        -------------------------------------------------------------
                                                                     
     ----------------------------------------------------------------
     (Please print or typewrite name and address of the undersigned)

          For this Note to be repaid, the Trustee must receive at its
     Corporate Trust Office, or at such other place or places of which
     the Company shall from time to time notify the Holder of this
     Note, not more than 60 nor less than 30 days prior to an Optional
     Repayment Date, if any, shown above, this Note with this "Option
     to Elect Repayment" form duly completed.

          If less than the entire principal amount of this Note is to
     be repaid, specify the portion hereof (which shall be increments
     of $1,000 provided that any remaining principal hereof shall be
     at least $1,000) which the Holder elects to have repaid and
     specify the denomination or denominations (which shall be at
     least $1,000 or an integral multiple of $1,000 in excess thereof)
     of the Notes to be issued to the Holder for the portion of this
     Note not being repaid (in the absence of any such specification,
     one such Note will be issued for the portion not being repaid).


     $                                                                
      ---------------------------       ------------------------------
                                        NOTICE:  The signature on this
     Date                               Option to Elect Repayment must
          ----------------------
                                        correspond with the name as
                                        written upon the face of this
                                        Note in every particular,
                                        without alteration or
                                        enlargement or any change
                                        whatever.






                          ASSIGNMENT/TRANSFER FORM
                          ------------------------

          FOR VALUE RECEIVED  the undersigned registered Holder hereby
     sell(s), assign(s) and transfer(s) unto
     (insert Taxpayer Identification No.)                             
                                         -----------------------------

                                                                      
     -----------------------------------------------------------------

                                                                      
     -----------------------------------------------------------------

     (Please print or typewrite name and address including postal zip
     code of assignee)
                                                                      
     -----------------------------------------------------------------
      the within Note and all rights thereunder, hereby irrevocably

     constituting and appointing
                                       attorney to transfer said Note
     ---------------------------------
     on the books of the Company with full power of substitution in
     the premises.


     Dated:                                                           
            ----------      ------------------------------------------
      

          NOTICE:  The signature of the registered Holder to this
          assignment must correspond with the name as written upon the
          face of the within instrument in every particular, without
          alteration or enlargement or any change whatsoever.







                               ABBREVIATIONS

          The following abbreviations, when used in the inscription on
     the face of this instrument, shall be construed as though they
     were written out in full according to applicable laws or
     regulations.

              TEN COM--as tenants in common

              UNIF  GIFT MIN ACT--................Custodian..........
                                      (Cust)                 (Minor)

                                    Under Uniform Gifts to Minors Act

                                    .................................
                                                (State)

               TEN ENT--as tenants by the entireties
               JT TEN--as joint tenants with right of survivorship
                       and not as tenants in common

          Additional abbreviations may also be used though not in the
     above list.







     NYFS08...:\60\46360\0010\1349\FLOAT.B