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( BW)(FRANKLIN-RESOURCES-INC)(FKR) Acquisition

    Business Editors
    UK REGULATORY NEWS

    SAN MATEO, Calif. & WASHINGTON--(BUSINESS WIRE)--Aug. 4, 2003--

        Franklin Resources, Inc. Announces Agreement to Acquire
 Emerging Markets Private Equity and Mezzanine Specialist, Darby Overseas Investments, Ltd.

Franklin Resources, Inc. (operating as Franklin Templeton Investments)
(NYSE: BEN) of San Mateo, CA, and Darby Overseas Investments, Ltd. of
Washington, DC, today announced that they have signed a definitive
agreement under which Franklin Resources, Inc. will acquire the
remaining portion of Darby Overseas Investments, Ltd. and Darby
Overseas Partners, L.P. (collectively "Darby") which it does not
already own, for $75.88 million in cash. Franklin Resources, Inc.
currently owns 12.66% of Darby, which managed approximately $700
million in private equity and mezzanine funds and managed and
sub-advised approximately $300 million in emerging markets
fixed-income products as of June 30, 2003. The transaction, which is
subject to certain regulatory approvals and other customary closing
conditions, is expected to be completed no later than October 10,
2003.

"We are very pleased to bring Darby Overseas Investments on board to
expand our investment offerings in the alternative strategies arena
and further meet the needs of our institutional and Fiduciary
individual clients," said Charles B. Johnson, chairman and chief
executive officer of Franklin Resources, Inc., who has served on
Darby's Board of Directors since its establishment in 1994. "Darby's
strong brand recognition and established track record in emerging
markets private equity and mezzanine finance make it an excellent fit
and solid strategic investment for our organization."

Darby's chairman and founder is Nicholas F. Brady, former secretary of
the US Treasury and former chairman and CEO of Dillon, Read & Co. Inc.
He is especially well known in emerging markets and international
finance as the architect of the "Brady Plan." Darby's chief executive
officer is Richard H. Frank, former managing director of the World
Bank and former chief financial officer of the International Finance
Corporation. Mr. Brady, who since 1993 has served as a director of 17
Franklin Templeton Investments' funds for US and non-US investors,
stated, "Our union with Franklin Templeton Investments will enable us
to more effectively channel resources to emerging markets companies
with the best growth potential. This is a combination of two
outstanding firms that will provide exceptional leadership in emerging
markets finance."

Darby will continue to retain its distinct identity under the
leadership of Mr. Brady and Mr. Frank with its team of experienced
emerging markets investment managers, drawn from both the private and
public sectors. Their approach is based on a rigorous investment
process and active company relationships. The group's experience and
strong business relationships come from years of working and living in
their respective regions.

As one of the initial investors in Darby, Franklin Templeton
Investments has also participated in three of Darby's six emerging
markets private equity and mezzanine funds. "We have had the
opportunity to witness Darby's growth and disciplined approach
firsthand," said Charles B. Johnson. "They have become a leading
emerging markets private equity firm with a standard of excellence
that we are committed to supporting."

Darby CEO Richard Frank noted, "Darby will benefit from Franklin
Templeton's outstanding reputation and international presence. With
this support, we look forward to expansion by launching new private
equity and mezzanine funds in emerging markets." Mr. Frank, a director
of two Franklin Templeton Investments' funds for non-US investors
added, "With their strong distribution capabilities and established
presence in markets around the globe, they are uniquely positioned to
support our objective of being the industry leader in emerging markets
private equity and mezzanine finance."

"The contributions of Darby's private equity group will complement
Franklin Templeton Investments' broad global investment capabilities,"
said Mark Mobius, managing director of Templeton Asset Management,
Ltd. His group specializes in investing in emerging markets. "By
serving on Darby's Advisory Board over the last few years, I have had
the opportunity to work with the firm on its investment policies and
strategic direction, and believe this team has established itself as a
proven leader, most notably in Latin America, with a strong presence
in Asia and with plans for Central Europe as well," said Mobius.
"Emerging markets private equity requires a highly specialized skill
set, and Darby has demonstrated its investment capabilities throughout
various stages of the company value creation cycle."

Darby sponsors and manages funds for institutional investors and
high-net worth individuals that invest in Latin American private
equity (including specialized financial services and technology
funds). Darby, through funds in Asia and Latin America, is the leading
private mezzanine investment firm for emerging markets. In addition,
Darby has been an active manager of and advisor for emerging market
fixed-income portfolios. For more information, please visit
darbyoverseas.com.

Franklin Resources, Inc. [NYSE:BEN] is a global investment
organization operating as Franklin Templeton Investments. Franklin
Templeton provides global and domestic investment management services
through its Franklin, Templeton, Mutual Series and Fiduciary Trust
subsidiaries. The San Mateo, CA-based company has over 50 years of
investment experience and approximately $287 billion in assets under
management as of June 30, 2003. For more information, please call
1-800/DIAL BEN(R) or visit franklintempleton.com.

Forward-Looking Statements 

Statements in this press release regarding Franklin Resources, Inc.'s
business which are not historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve a number
of risks, uncertainties and other important factors 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 risks, uncertainties and other important factors are
described in more detail in the "Risk Factors" section 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, 2002, and Franklin's most recent Form
10-Q.

--  Continuing volatility in the equity markets have caused the levels
    of our assets under management to fluctuate significantly.

--  Weak market conditions may lower our assets under management and
    reduce our revenues and income.

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

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

--  The ongoing threat of terrorism and the recent reports of
    accounting irregularities may adversely affect the general
    economy, financial and capital markets and our business.

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

--  Our emerging market portfolios and related revenues are vulnerable
    to market-specific political and economic risks.

--  Our ability to meet cash needs depends upon certain factors,
    including our asset value, credit worthiness and the market value
    of our stock.

--  Technology and operating risk and limitations could constrain our
    operations.

   Short Name: FranklinResourcesInc
   Category Code: ACQ
   Sequence Number: 00007961
   Time of Receipt (offset from UTC): 20030804T141659+0100

    --30--KO/uk*

    KEYWORD: CALIFORNIA UNITED KINGDOM INTERNATIONAL EUROPE
    INDUSTRY KEYWORD: BANKING 
    SOURCE: FranklinResourcesInc

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