CERTIFICATE OF INCORPORATION

                                    

                                    OF

                                    

                         FRANKLIN RESOURCES, INC.

                                    

      The undersigned, a natural person, for the purpose of organizing a

corporation for conducting the business and promoting the purposes

hereinafter stated, under the provisions and subject to the requirements

of the laws of the State of Delaware (particularly Chapter 1, Title 8 of

the Delaware Code and the acts amendatory thereof and supple-mental

thereto, and known, identified and referred to as the "General Corporation

Law of the State of Delaware"), hereby certifies that:

 

     FIRST:    The name of the corporation (hereinafter called the

"corporation") is FRANKLIN RESOURCES, INC.

 

     SECOND:   The address, including street, number, city, and county, of

the registered office of the corporation in the State of Delaware is 229

South State Street, City of Dover, County of Kent; and the name of the

registered agent of the corporation in the State of Delaware at such

address is The Prentice-Hall Corporation System, Inc.

 

     THIRD:    The nature of the business and of the purposes to be

conducted and promoted by the corporation, which shall be in addition to

the authority of the corporation to conduct any lawful business, to promote

any lawful purpose, and to engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of the

State of Delaware, is as follows:

 

     (a)  To engage in and carry on the business of brokers and dealers in

securities of every kind, character or description whatsoever; to

underwrite and distribute on behalf of itself and of others, securities of

every kind, character or description whatsoever and to participate with

others in any such under-writing or distribution; to negotiate private

placements of any such securities; to do a general securities business in

all branches thereof to the full extent permitted by law, including,

without limiting the generality of the foregoing, a general brokerage,

underwriting and investment business, and to do any and all things which

may be useful in connection with or incidental to the conduct of such

business and, whether or not in connection therewith, to purchase,

subscribe for, borrow, acquire, hold, sell, distribute, exchange, assign,

transfer, lend, mortgage, pledge, hypothecate, guarantee, deal in or

otherwise effect any and all transactions   of every kind,  character  or

description whatsoever  in  or  with  respect  to     such securities,  and

with respect to  foreign exchange, acceptances and commercial paper of

every kind, character or description whatsoever, except bills of exchange.

 

          (b)  To engage in and carry on   the business of brokers and

dealers in commodities (which term as used in this Certificate of

Incorporation includes contracts for the future delivery thereof) of every

kind, character or description whatsoever and, whether or not in connection

therewith, to purchase, borrow, acquire, hold, exchange, sell, distribute,

lend, mortgage, pledge, or otherwise dispose of,  or import or export or

turn to account in  any manner and generally to deal in or otherwise effect

any and all transactions of every kind, character or description whatso-

ever in or with respect to commodities and products, merchandise, articles

of commerce, materials, personal property, of every kind, character or

description whatsoever and any interest therein, and instruments evidencing

rights to acquire such interests, to guarantee any and all obligations

relating to transactions made on any board of trade, commodities exchange,

or similar institution, and to do any and all things which may be useful in

connection with or incidental to the conduct of such business.

 

     (c)  To maintain accounts with and for customers, of every

kind, character or description whatsoever, including margin accounts, with

respect to securities and commodities and to do anything incidental to the

maintenance of such accounts.

 

     (d)  To render advisory, investigatory, supervisory, investment,

managerial or other services to any person, corporation, trust, firm, public

authority or organization of any kind.

 

     (e)  To act in any capacity whatsoever   as financial, commercial or

business agent or representative, general or special, or as factor, broker or

in any other capacity whatsoever for, and to effect any and all

transactions of every kind, character or description whatsoever for the

account of any person, corporation, trust, firm, public authority or

organization of any kind.

 

     (f)  To acquire and hold one or more memberships in securities

exchanges, boards of trade, commodities exchanges, clearing corporations

or associations, or similar institutions located within or without the

United States or to otherwise secure membership privileges thereon, and to

acquire and hold membership in any association of brokers, security dealers

or commodity dealers, or any other association, membership in which will in

any way facilitate the conduct of its business.

 

     (g)  To hold as nominee, custodian or otherwise, any securities or

commodities belonging to others, to issue appropriate receipts or

certificates therefor, and while holding such securities or commodities to

exercise all of the rights, powers and privileges of ownership thereof,

including the right to loan to others.

 

     (h)  To guarantee the signatures of customers or others whenever such

guarantees are convenient in the conduct of its business.

 

     (i)  To cause or allow the legal title to, or any legal or equitable

interest in, any property of any sort of the Corporation to remain or be

vested or registered in the name of any other person, corporation, trust,

firm, public authority or organization of any kind, whether upon trust for

or as agent or nominee of the Corporation, or otherwise for its account or

benefit.

 

     (j)  To transact a general real estate agency and brokerage business,

including acting as agent, broker or attorney in fact for any person,

corporation, trust, firm, public authority or organization of any kind in

sale and lease-back transactions and generally in buying, selling, and

dealing in real property and any interests and estates therein, on

commission or otherwise, renting and managing of estates, making, arranging

for, or obtaining loans upon such property, and supervising, managing and

protecting such property and all loans, interests in, and claims affecting

the same.

 

     (k)  To borrow money for any business, object or purpose of the

Corporation from time to time without limit as to amount; to issue any kind

of evidence of indebtedness, whether or not in connection with borrowing

money, including, without limiting the generality of the foregoing,

evidence of indebtedness convertible into shares of captial stock of the

Corporation; to secure the payment of any indebtedness by the creation of

any interest in any of the property or rights of the Corporation, whether

owned at the time such indebtedness is incurred or thereafter acquired, or

by the mortgaging, pledging or hypothecating of property of every kind,

character or description whatsoever, whether owned by the Corporation or,

when the Corporation has the right so to do, when owned by others.

 

     (l)  To loan to any person, corporation, trust, firm, public authority

or organization of any kind any of its funds or property, with or without

security, and to guarantee the loans of any of the foregoing.

 

     (m)  To hold securities of every kind, character or description

whatsoever of, or any other interests in, any other corporation or business

organization whatsoever organized under the laws of the United States or of

any State, Territory or Possession of the United States or of any foreign

country or of any subdivision, possession or dependency of any such foreign

country, without regard to the business carried on by such corporation or

business organization or to the part of the world in which it is carried

on, to do any and all acts and things necessary, advisable or desirable for

the preservation and enhancement in value of any of such securities or

interests, to make loans or grant subsidies to or otherwise assist, and to

guarantee the obligations of or the payment of dividends by, any such

corporation or business organization.

 

     (n)  To purchase, hold, sell, transfer, reissue or cancel shares of

its own capital stock or any instruments evidencing its indebtedness or any

other securities issued by it.

 

     (o)  To engage in any commercial, mercantile, manufacturing,

industrial, trading, mining, petroleum or petroleum products business of

every kind, character or description whatsoever, either by itself or

jointly with others, and to do any and all things incidental to the conduct

of such business.

 

     (p)  To acquire all or any part of the property and business,

including good will, of any person, corporation or partnership engaged in

any business similar to the objects or purposes of the Corporation, to pay

any appropriate consideration therefor, including cash and securities

issued by the Corporation, to assume in connection therewith any

liabilities or obligations of any such person, corporation or partnership,

and to hold, conduct, use or dispose of the whole or any part of the

property and business, including any good will, so acquired.

 

     (q)  To promote and exercise all or any part of the foregoing purposes

and powers in any and all parts of the world, and to conduct its business

in all or any of its branches as principal, agent, broker, factor,

contractor, and in any other lawful capacity, either alone or through or in

conjunction with any corporations, associations, partnerships, firms,

trustees, syndicates, individuals, organizations, and other entities in any

part of the world, and, in conducting its business and promoting any of its

purposes, to maintain offices, branches and agencies in any part of the

world, to make and perform any contracts and to do any acts and things, and

to carry on any business, and to exercise any powers and privileges

suitable, convenient, or proper for the conduct, promotion, and attainment

of any of the business and purposes herein specified or which at any time

may be incidental thereto or may appear conducive to or expedient for the

accomplishment of any of such business and purposes and which might be

engaged in or carried on by a corporation or organized under the General

Corporation Law of the State of Delaware, and to have and exercise all of

the powers conferred by the laws of the State of Delaware upon corporations

incorporated or organized under the General Corporation Law of the State of

Delaware.

 

     The foregoing provisions in this Article THIRD shall be construed both

as purposes and powers and each as an independent purpose and power.  The

foregoing enumeration of specific purposes and powers shall not be held to

limit or restrict in any manner the purposes and powers of the corporation,

and the purposes and powers herein specified shall, except when otherwise

provided in this Article THIRD, be in no wise limited or restricted by

reference to, or inference from, the terms of any provision of this or any

other Article of this certificate of incorporation; provided, that the

corporation shall not conduct any business, promote any purpose, or

exercise any power or privilege within or without the State of Delaware

which, under the laws thereof, the corporation may not lawfully conduct,

promote or exercise.

 

     FOURTH:  The total number of shares of stock which the corporation

shall have authority to issue is six million (6,000,000) shares, of which

five million (5,000,000) shares shall be common stock of the par value of

ten (10) cents, and one million (1,000,000) shares shall be preferred stock

of the par value of one ($1.00) dollar.  The preferred stock shall be

issuable from time to time in one or more series of equal rank with such

different series designations, preferences and relative, participating,

optional or other special rights, and qualifications, limitations or

restrictions thereof, and shall be subject to redemption at such time or

times and at such price or prices, and shall entitle the holders to receive

dividends at such rates, on such conditions and at such times, and

cumulative or non-cumulative, and shall entitle the holders to such rates

upon the dissolution of, or upon any distribution of the assets of, the

corporation, and shall be convertible into, or exchangeable for, shares of

any class or classes or any other series, at such price or prices or at

such rate or rates of exchange and with such adjustments, as shall be

stated in the resolution or resolutions providing for the issue of such

stock adopted by the Board of Directors.

 

     FIFTH:  The name and the mailing address of the incorporator are as

follows:

 

NAME                     MAILING ADDRESS

 

STANLEY W. NATHANSON, Esq.c/o Silver, Saperstein, Barnett & Solomon,

                         Rm 5010, 60 E. 42 St., New York, N.Y.  10017

 

     SIXTH:    Whenever a compromise or arrangement is proposed between

this corporation and its creditors or any class of them and/or between this

corporation and its stockholders or any class of them, any court of

equitable jurisdiction within the State of Delaware may, on the application

in a summary way of this corporation or of any creditor or stockholder

thereof or on the application of any receiver or receivers appointed for

this corporation under the provisions of section 291 of Title 8 of the

Delaware Code or on the application of trustees in dissolution or of any

receiver or receivers appointed for this corporation under the provisions

of section 279 of Title 8 of the Delaware Code order a meeting of the

creditors or class of creditors, and/or of the stockholders or class of

stockholders of this corporation, as the case may be, to be summoned in

such manner as the said court directs.  If a majority in number

representing three-fourths in value of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of this corporation, as

the case may be, agree to any compromise or arrangement and to any

reorganization of this corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been

made, be binding on all the creditors or class of creditors, and/or on all

the stockholders or class of stockholders, of this corporation, as the case

may be, and also on this corporation.

 

     SEVENTH:  For the management of the business and for the conduct of

the affairs of the corporation, and in further definition, limitation and

regulation of the powers of the corporation and of its directors and of its

stockholders or any class thereof, as the case may be, it is further

provided:

 

          1.  The management of the business and the conduct of the affairs of

the corporation, including the election of the Chairman of the Board of

Directors, if any, the President, the Treasurer, the Secretary, and other

principal officers of the corporation, shall be vested in its Board of

Directors.  The number of directors which shall constitute the whole Board

of Directors shall be fixed by, or in the manner provided in, the By-Laws.

The phrase "whole Board" and the phrase "total number of directors" shall

be deemed to have the same meaning, to wit, the total number of directors

which the corporation would have if there were no vacancies.  No election

of directors need be by written ballot.

 

          2.  The original By-Laws of the corporation shall be adopted by the

incorporator unless the certificate of incorporation shall name the initial

Board of Directors therein.  Thereafter, the power to make, alter, or

repeal the By-Laws, and to adopt any new By-Law, except a By-Law

classifying directors for election for staggered terms, shall be vested in

the Board of Directors.

 

          3.  Whenever the corporation shall be authorized to issue only one

class of stock, each outstanding share shall entitle the holder thereof to

notice of, and the right to vote at, any meeting of shareholders.  Whenever

the corporation shall be authorized to issue more than one class of stock,

no outstanding share of any class of stock which is denied voting power

under the provisions of the certificate of incorporation shall entitle the

holder thereof to the right to vote at any meeting of stockholders except

as the provisions of paragraph (c)(2) of section 242 of the General

Corporation Law shall otherwise require; provided, that no share of any

such class which is otherwise denied voting power shall entitle the holder

thereof to vote upon the increase or decrease in the number of authorized

shares of said class.

 

          EIGHTH:   The Corporation shall, to the fullest extent permitted

by Section 145 of the General Corporation Law of Delaware, as the same may

be amended and supplemented, indemnify any and all persons whom it shall

have power to indemnify under said section from and against any and all of

the expenses, liabilities or other matters referred to in or covered by

said section, and the indemnification provided for herein shall not be

deemed exclusive of any other rights to which those indemnified may be

entitled under any By-Law, agreement, vote of stockholders or disinterested

directors or otherwise, both as to action in his official capacity and as

to action in another capacity while holding such office, and shall continue

as to a person who has ceased to be a director, officer, employee or agent

and shall inure to the benefit of the heirs, executors and administrators

of such a person.

 

          NINTH:  From time to time any of the provisions of this

certificate of incorporation may be amended, altered or repealed, and other

provisions authorized by the law of the State of Delaware at the time in

force may be added or inserted in the manner and at the time prescribed by

said laws, and all rights at any time conferred upon the stockholders of

the corporation by this certificate of incorporation are granted subject to

the provisions of this Article NINTH.

 

Executed at New York, New York on November 24, 1969.

 

                    /s/ Stanley W. Nathanson

                         Incorporator

 

STATE OF NEW YORK   )

                    )

COUNTY OF NEW YORK  )

 

     BE IT REMEMBERED that, on November 24, 1969, before me, a Notary

Public duly authorized by law to take acknowledgement of deeds, personally

came Stanley W. Nathanson, the incorporator who duly executed the foregoing

certificate of incorporation before me and acknowledged the same to be his

act and deed, and that the facts therein stated are true.

 

     GIVEN under my hand on November 24, 1969.

 

                    /s/ Theresa Rosenman

                         Notary Public

 

 

(AS FILED ON APRIL 1, 1987)

                         CERTIFICATE OF AMENDMENT

                                     

                                    OF

                                    

                       CERTIFICATE OF INCORPORATION

                                    

      FRANKLIN RESOURCES, INC., a corporation organized and existing under

and by virtue of the General Corporation Law of the State of Delaware, DOES

HEREBY CERTIFY:

 

      FIRST:     That at a meeting of the Board of Directors of FRANKLIN

RESOURCES, INC., resolutions were duly adopted  setting  forth  proposed

amendments to  the  Certificate  of  Incorporation  of  said  corporation,

declaring said  amendments to be advisable and calling a  meeting  of  the

stockholders   of   said  corporation  for  consideration   thereof.   The

resolutions setting forth the proposed amendments are as follows:

 

A.   RESOLVED, that the Certificate of Incorporation of this corporation be

amended by  changing  Article FOURTH thereof so  that,  as  amended,  said

Article shall be and read as follows:

 

     "FOURTH:  The total number of shares of stock which the corporation shall

have authority to issue is one hundred one million (101,000,000) shares, of

which one hundred million (100,000,000) shares shall be common stock of the

par value of ten cents ($0.10), and one million (1,000,000) shares shall be

preferred stock of the par value of one ($1.00).  The preferred stock shall

be issuable from time to time in one or more series of equal rank with such

different  series  designations, preferences and  relative,  participating,

optional  or  other  special  rights, and  qualifications,  limitations  or

restrictions  thereof, and shall be subject to redemption at such  time  or

times and at such price or prices, and shall entitle the holders to receive

dividends  at  such  rates,  on such conditions  and  at  such  times,  and

cumulative  or non-cumulative, and shall entitle the holders to such  rates

upon  the  dissolution of, or upon any distribution of the assets  of,  the

corporation, and shall be convertible into, or exchangeable for, shares  of

any  class  or classes or any other series, at such price or prices  or  at

such  rate  or  rates of exchange and with such adjustments,  as  shall  be

stated  in  the resolution or resolutions providing for the issue  of  such

stock adopted by the Board of Directors."

 

B.    RESOLVED, that a new Article TENTH be added to the  Certificate  of

Incorporation of the corporation, to read as follows:

 

     "TENTH:  A.   A director of the corporation shall not be personally liable

to  the corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, except for liability (i) for any  breach of

the director's duty of loyalty to the corporation or its stockholders, (ii)

for  acts  or  omissions  not  in good faith or which  involve  intentional

misconduct or a knowing violation of law, (iii) under Section 174 of the

Delaware General Corporation Law, or (iv) for any transaction from which

the director derived any improper personal benefit.  If the Delaware

General Corporation Law is amended after this Certificate of Amendment

becomes effective  to  authorize corporate action further  eliminating  or

limiting the  personal liability of directors, then  the  liability  of  a

director of the corporation shall be eliminated or limited to the  fullest

extent permitted by the Delaware General Corporation law, as so amended.

 

      B.    Any repeal or modification of the foregoing Section A by the

stockholders  of the corporation shall not adversely affect  any  right  or

protection  of a director or the corporation existing at the time  of  such

repeal or modification."

 

      SECOND:    That thereafter, pursuant to resolution of its Board of

Directors, the Annual Meeting of the Stockholders of said corporation was

duly called and held, upon notice in accordance with Section  222  of  the

General Corporation Law of the State of Delaware, at which  meeting  the

necessary number of shares as required by statute were voted in  favor  of

the foregoing amendments.

 

      THIRD:     That said amendments were duly adopted in accordance with

the  provisions of Section 242 of the General Corporation Law of the  State

of Delaware.

 

      IN  WITNESS  WHEREOF, said FRANKLIN RESOURCES, INC. has  caused  this

certificate  to  be signed by CHARLES B. JOHNSON, its President  and  Chief

Executive  Officer,  and attested by HARMON E. BURNS, its  secretary,  this

17th day of March 1987.

 

 

                                   FRANKLIN RESOURCES, INC.

 

 

                                   By: /s/   Charles B. Johnson

                                             President and Chief

                                             Executive Officer

 

 

 

 

             
                         CERTIFICATE OF AMENDMENT
                                     
                                    OF
                                     
                       CERTIFICATE OF INCORPORATION
 
Franklin Resources, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
 
DOES HEREBY CERTIFY:
 
FIRST:  That, at a meeting of the Board of Directors of Franklin Resources,
Inc.,  resolutions were duly adopted setting forth a proposed amendment  of
the  Certificate  of  Incorporation  of said  corporation,  declaring  said
amendment to be advisable and calling a meeting of the stockholders of said
corporation  for consideration thereof.  The resolution setting  forth  the
proposed amendment is as follows:
 
RESOLVED, that Article Fourth of the Certificate of Incorporation  of  this
corporation be amended, so that, as amended, said Article shall be and read
in its entirety as follows:
 
"FOURTH:      The  total  number of shares of stock which  the  corporation
shall have authority to issue is five hundred and one million (501,000,000)
shares, of which five hundred million (500,000,000) shares shall be  common
stock  of  the  par value of ten cents ($0.10),and one million  (1,000,000)
shares shall be preferred stock of the par value of one dollar ($1.00). The
preferred  stock shall be issuable from time to time in one or more  series
of  equal  rank  with such different series, designations, preferences  and
relative,    participating,   optional,   or   other   special   rights,and
qualifications,limitations,or restrictions thereof, and shall be subject to
redemption  at  such time or times and at such price or prices,  and  shall
entitle  the holders to receive dividends at such rates, on such conditions
and  at such times, and cumulative or non cumulative, and shall entitle the
holders to such rates upon the dissolution of,  or upon any distribution of
the  assets  of,  the  corporation,  and  shall  be  convertible  into,  or
exchangeable  for, shares of any class or classes or any other  series,  at
such  price  or prices or at such rate or rates of exchange and  with  such
adjustments, as shall be stated in the resolution or resolutions  providing
for the issue of such stock adopted by the Board of Directors.";
 
FURTHER RESOLVED,  that such amendment to Article Fourth of the Certificate
of Incorporation be submitted to the stockholders for their approval at the
Annual  Meeting of Stockholders and that the Board of Directors  recommends
that  the  stockholders of the Corporation vote in favor of such amendment;
and
 
FURTHER  RESOLVED,  that  upon  obtaining  approval  of  the  stockholders,
the  proper officers on behalf of the Corporation shall file such amendment
with the appropriate state officials.
 
SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
a  special meeting of the stockholders of said corporation was duly  called
and  held,upon  notice  in  accordance with  Section  222  of  the  General
Corporation  Law of the State of Delaware, at which meeting  the  necessary
number  of  shares  as  required by statute were  voted  in  favor  of  the
amendment.
 
THIRD:   That  said  amendment  was duly adopted  in  accordance  with  the
provisions  of Section 242 of the General Corporation Law of the  State  of
Delaware.
 
     IN WITNESS WHEREOF, said Franklin Resources, Inc. has caused this
certificate to be signed by Charles B. Johnson, its president, and Harmon
E. Burns, its secretary, this 31st day of January, 1994.
 
 
                              By: /s/        Charles B. Johnson
                                             President
 
 
                              ATTEST: /s/    Harmon E. Burns
                                             Secretary

 

 

 

 



                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

 

 

Franklin  Resources,  Inc.  (the  "Corporation"),  a  corporation  organized and

existing  under  and by virtue of the  General  Corporation  Law of the State of

Delaware ("DGCL"),

 

     DOES HEREBY CERTIFY:

 

          FIRST:  That Article Fourth of the  Certificate of  Incorporation  has

          been amended, so that, as amended,  said Article reads in its entirety

          as follows:

 

               "FOURTH:   The  total   number  of  shares  of  stock  which  the

               corporation  shall have  authority  to issue is One  Billion  One

               Million    (1,001,000,000)   shares,   of   which   One   Billion

               (1,000,000,000)  shares shall be common stock of the par value of

               ten cents ($0.10),  and One Million  (1,000,000)  shares shall be

               preferred  stock of the par  value  of one  dollar  ($1.00).  The

               preferred  stock  shall be  issuable  from time to time in one or

               more   series  of  equal   rank  with  such   different   series,

               designations,  preferences and relative, participating,  optional

               or other  special  rights,  and  qualifications,  limitations  or

               restrictions  thereof, and shall be subject to redemption at such

               time or times and at such price or prices,  and shall entitle the

               holders to receive  dividends at such rates,  on such  conditions

               and at such times,  and cumulative or non  cumulative,  and shall

               entitle  the  holders to such rates upon the  dissolution  of, or

               upon any  distribution  of the assets of,  the  corporation,  and

               shall be convertible  into, or  exchangeable  for,  shares of any

               class or classes or any other series,  at such price or prices or

               at such rate or rates of exchange and with such  adjustments,  as

               shall be stated in the  resolution or  resolutions  providing for

               the issue of such stock adopted by the Board of Directors."

 

          SECOND:  That the foregoing  amendment was declared  advisable and was

          duly adopted by the Board of Directors of the Corporation and approved

          by a majority of the  stockholders  of the  Corporation  at the Annual

          Meeting of  Stockholders  held on January 25, 2005, in accordance with

          the provisions of Sections 222 and 242 of the DGCL.

 

<PAGE>

 

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be

issued by Martin L. Flanagan, its President and Co-Chief Executive Officer, this

2nd day of February 2005.

 

 

                                    By: /s/ MARTIN L. FLANAGAN

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

                                        Martin L. Flanagan

                                        President and Co-Chief Executive

                                        Officer

 

[As Filed: 02-09-2005]