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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000038777-01-000272.txt : 20010316
<SEC-HEADER>0000038777-01-000272.hdr.sgml : 20010316
ACCESSION NUMBER:		0000038777-01-000272
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010314
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010315

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN RESOURCES INC
		CENTRAL INDEX KEY:			0000038777
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				132670991
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-09318
		FILM NUMBER:		1568533

	BUSINESS ADDRESS:	
		STREET 1:		777 MARINERS ISLAND BLVD
		STREET 2:		6TH FLOOR
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94404
		BUSINESS PHONE:		6503122000

	MAIL ADDRESS:	
		STREET 1:		FRANKLIN RESOURCES INC
		STREET 2:		901 MARINERS ISLAND BLVD 6TH FLOOR
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94404
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FRANKLIN RESOURCES, INC. FORM 8-K
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




        Date of Report (Date of earliest event reported): March 15, 2001
                                                         (March 14, 2001)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



        ....  DELAWARE....................1-9318...............13-2670991...
      (State or other jurisdiction    (Commission           (IRS Employer
       of incorporation)              File Number)           Identification No.)



        777 MARINERS ISLAND BLVD., SAN MATEO, CALIFORNIA........ 94404...
       (Address of principal executive offices)                 (Zip Code)


          Registrant's telephone number, including area code.(650) 312-3000


                   ----------------------------------------------
          (Former name or former address, if changed since last report)

 <PAGE>

Item 5.      Other Events

Registrant is filing this Form 8-K in order to file a joint press release issued
by Fiduciary  Trust Company  International  and Registrant on March 14, 2001. By
this filing,  Registrant  is not  establishing  the practice of filing all press
releases in the future and may discontinue such filings at any time.


Item 7.      Financial Statements and Exhibits

(c) Exhibits

Exhibit  99 - Press Release issued on March 14, 2001 by Fiduciary Trust Company
              International and Registrant.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  FRANKLIN RESOURCES, INC.
                                  (Registrant)

Date: March 15, 2001              /s/ Leslie  M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President



                                    Exhibits

Exhibit 99           Press Release issued on March 14, 2001 by Fiduciary
                     Trust Company International and Registrant.



                                       2
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>



FROM:      FIDUCIARY TRUST COMPANY INTERNATIONAL
           Katherine McMillan, Compton Consulting Group, Inc., 617-451-2030

           FRANKLIN TEMPLETON INVESTMENTS
           Alan Weinfeld, Investor Relations, 650-525-8900
           Holly Gibson Brady, Corporate Communications, 650-312-4701

- ---------------------------------------------------------------------------
                                                          FOR IMMEDIATE RELEASE

               FIDUCIARY TRUST COMPANY INTERNATIONAL SHAREHOLDERS
                           VOTE TO APPROVE ACQUISITION

      New York, NY, March 14, 2001 -- Fiduciary Trust Company International
shareholders today voted to approve an acquisition by Franklin Resources, Inc.
The tax-free, stock-for-stock acquisition announced on October 25, 2000, is
valued at approximately $825 million.

      The transaction is still subject to approval by the Federal Reserve Board
and the New York State Banking Department.

      Established in 1931, Fiduciary Trust Company International is one of the
oldest pure investment management firms. It has one of the longest global track
records of any U.S.-based manager--having invested in the international markets
since the early 1960s. Fiduciary's clients include major corporations, public
and private pension funds, foundations, endowments and wealthy families in the
United States, Europe and Asia. The firm currently serves approximately 1,000
wealthy families and nearly 500 institutional clients.

      Franklin Resources, Inc. [NYSE:BEN] is a global investment organization
operating as Franklin Templeton Investments. Through its subsidiaries, Franklin
Templeton Investments provides global and domestic investment, shareholder and
distribution services to the Franklin, Templeton and Mutual Series funds and
institutional accounts, as well as separate account management services. The San
Mateo, CA-based company has over 50 years of investment experience and more than
$225 billion in assets under management as of February 28, 2001. For more
information, please visit franklintempleton.com.

FORWARD-LOOKING STATEMENTS:

Statements in this presentation regarding Franklin Resources, Inc.'s business
which are not historical facts are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve a number of risks, uncertainties and other
important factors that could cause the actual results and outcomes to differ

<PAGE>

materially from any future results or outcomes expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important
factors include the following:

   -- We face strong competition from numerous and sometimes larger companies.

   -- Competing securities dealers and banks could restrict sales of our funds.

   -- Changes in the distribution channels on which we depend could reduce our
      revenues and hinder our growth.

   -- New share classes that we have introduced yield lower revenues and have
      reduced operating margins.

   -- If our asset mix shifts to predominantly fixed-income products, our
      revenues could decline.

   -- We have become subject to an increased risk of asset volatility from
      changes in the global equity markets.

   -- The levels of our assets under management are subject to significant
      fluctuations.

   -- We face risks associated with conducting operations in numerous foreign
      countries.

   -- General economic and securities markets fluctuations may reduce our sales
      and market share.

   -- Our inability to meet cash needs could have a negative effect on our
      financial condition and business operations.

   -- We face increased competition in hiring and retaining qualified employees.

   -- Our emerging markets portfolios and related revenues are vulnerable to
      political and economic risks associated with emerging markets.

ADDITIONAL INFORMATION:

Franklin filed a registration statement with the U.S. Securities and Exchange
Commission (including an amendment on January 26, 2001) in connection with its
proposed acquisition of Fiduciary Trust Company International. FIDUCIARY TRUST
COMPANY INTERNATIONAL SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED TRANSACTION. Investors will be able to obtain
these documents free of charge at the Commission's web site at www.sec.gov or
from Franklin by directing such requests to Investor Relations, Franklin
Resources, Inc., 777 Mariners Island Blvd., San Mateo, CA 94404, (tel:
1-800-632-2350 x28900).

                                     # # #

                                       2
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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