CUSIP NO.  576853 10 5             13G         Page 1 of 12 Pages    
    
    
    
                              UNITED STATES                      
                  SECURITIES AND EXCHANGE COMMISSION          
                            Washington, D.C. 20549     
     
     
                              SCHEDULE 13G     
     
                Under the Securities Exchange Act of 1934     
                            (Initial Filing)*  
     
                           Matrix Services Inc.
                            (Name of Issuer)     
     
                              Common
                     (Title of Class of Securities)     
     
                              576853 10 5     
                             (CUSIP Number)     
     
     
Check the following box if a fee is being paid with this statement (X).  
(A fee is not required only if the filing person: (1) has a previous statement 
on file reporting beneficial ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no amendment subsequent  
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7).    
     
*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities,  
and for any subsequent amendment containing information which would alter the 
disclosure provided in a prior cover page.     
     
The information required in the remainder of this cover page shall not be     
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).    
     
     
     
     
     
     
     
     
     
     
     
         
 
CUSIP NO.  576853 10 5              13G         Page 2 of 12 Pages     
     
     
1.    NAME OF REPORTING PERSON     
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     
     
      Franklin Resources, Inc.     
      13-2670991     
     
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     
     
            (a)        
            (b)   X     
     
3.    SEC USE ONLY     
     
4.    CITIZENSHIP OR PLACE OF ORGANIZATION     
     
      Delaware     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     
      5.    SOLE VOTING POWER     

            703,000
                 
      6.    SHARED VOTING POWER     

      7.    SOLE DISPOSITIVE POWER     
        
      8.    SHARED DISPOSITIVE POWER     
     
            703,000
     
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
   
      703,000
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
          
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
     
      7.4%
     
12    TYPE OF REPORTING PERSON    
     
      IA, HC***     


     
     
CUSIP NO.  576853 10 5              13G         Page 3 of 12 Pages     
     
     
1.    NAME OF REPORTING PERSON     
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     
     
      Charles B. Johnson     
      ###-##-####    
     
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     
     
            (a)        
            (b)   X     
     
3.    SEC USE ONLY     
     
4.    CITIZENSHIP OR PLACE OF ORGANIZATION     
     
      USA     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     
      5.    SOLE VOTING POWER     

            703,000 ***
                 
      6.    SHARED VOTING POWER     

      7.    SOLE DISPOSITIVE POWER     
        
      8.    SHARED DISPOSITIVE POWER     
     
            703,000 ***
     
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
   
      703,000 ***
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
          
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
     
      7.4%
     
12    TYPE OF REPORTING PERSON    
     
      IA, HC, IN ***    


     
     
CUSIP NO.  576853 10 5              13G         Page 4 of 12 Pages     
     
     
1.    NAME OF REPORTING PERSON     
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     
     
      Rupert H. Johnson, Jr.     
      ###-##-####    
     
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     
     
            (a)        
            (b)   X     
     
3.    SEC USE ONLY     
     
4.    CITIZENSHIP OR PLACE OF ORGANIZATION     
     
      USA     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     
      5.    SOLE VOTING POWER     

            703,000 ***
                 
      6.    SHARED VOTING POWER     

      7.    SOLE DISPOSITIVE POWER     
        
      8.    SHARED DISPOSITIVE POWER     
     
            703,000 ***
     
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
   
      703,000 ***
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
          
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
     
      7.4%
     
12    TYPE OF REPORTING PERSON    
     
      IA, HC, IN ***    


     
     
CUSIP NO.  576853 10 5              13G         Page 5 of 12 Pages     
     
     
1.    NAME OF REPORTING PERSON     
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     
     
      Franklin Balance Sheet Investment Fund     
      94-3108595
     
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     
     
            (a)        
            (b)   X     
     
3.    SEC USE ONLY     
     
4.    CITIZENSHIP OR PLACE OF ORGANIZATION     
     
      Massachusetts   
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     
      5.    SOLE VOTING POWER     

             703,000
                 
      6.    SHARED VOTING POWER     

      7.    SOLE DISPOSITIVE POWER     
        
      8.    SHARED DISPOSITIVE POWER     
     
            703,000
     
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
   
      703,000
     
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
          
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
     
      7.4%
     
12    TYPE OF REPORTING PERSON    
     
      IV  


     
     
CUSIP NO.  576853 10 5              13G         Page 6 of 12 Pages     
     
     
     
     
     
Item 1.     
      (a)   Name of Issuer     
     
            Matrix Services Inc.
     
      (b)   Address of Issuer's Principal Executive Offices     
     
            10701 East Ute Street
            Tulsa, OK  74116-1517
            
Item 2.     
      (a)   Name of Person Filing     
     
            Franklin Resources, Inc.     
     
      (b)   Address of Principal Business Office     
     
            777 Mariners Island Blvd.     
            San Mateo, California 94404     
     
      (c)   Place of Organization     
     
            Delaware     
     
      (d)   Title of Class of Securities     
     
            Common     
     
      (e)   CUSIP     
     
            576853 10 5
     
Item 3.     
      (d)   Investment Company     
     
      (e)   Investment Adviser     
     
      (g)   Parent Holding Company (Note: See Item 7)     
     
     
     
     
     
     

     


CUSIP NO.  576853 10 5              13G         Page 7 of 12 Pages     
     
     
Item 4.     Ownership     
      (a)   Amount Beneficially Owned     
     
            703,000
     
      (b)   Percent of Class     
     
            7.4%
     
      (c)   Number of Shares as to which such person has:     
     
            (i)   Sole power to vote or to direct the vote     

                  703,000
 
            (ii)  Shared power to vote or to direct the vote     

            (iii) Sole power to dispose or to direct the disposition of       
  
            (iv)  Shared power to dispose or to direct the disposition of     
 
                  703,000
     
Item 5.     Ownership of Five Percent or Less of a Class         
            If this statement is being filed to report the fact that as of the 
            date hereof the reporting person has ceased to be the beneficial  
            owner of more than five percent of the class of securities, check 
            the following ( ). 

            Not Applicable 
     
Item 6.     Ownership of More than Five Percent on Behalf of Another Person   
 
            Franklin Balance Sheet Investment Fund, or one or more other mutual
            funds registered with the S.E.C., have the right to receive
            dividends from and the proceeds from the sale of such securities.

Item 7.     Identification and Classification of the Subsidiary Which Acquired 
            the Security Being Reported on By the Parent Holding Company     
     
            See Attached Exhibit     
     
Item 8.     Identification and Classification of Members of the Group     
     
            Not Applicable     
     
Item 9.     Notice of Dissolution of Group     
     
            Not Applicable     


CUSIP NO.   576853 10 5             13G         Page 8 of 12 Pages     
      
Item 10.    Certification     
      
By signing below, I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and were not acquired for the purpose of and do not have the effect of    
changing or influencing the control of the issuer of such securities and were 
not acquired in connection with or as a participant in any transaction having 
such purposes or effect.     
     
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Franklin Resources, Inc.) that it is the
beneficial owner of any securities covered by this report. ***    
     
     
                               SIGNATURE   
     
     
After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and    
correct.     
     
February 12, 1996                        
Date     
     
S\DEBORAH R. GATZEK
Signature     
     
Deborah R. Gatzek     
Senior Vice President-Legal
& Assistant Secretary
Name/Title     
     
     
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr. 
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act.  Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B. 
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d).  However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.





CUSIP NO.   576853 10 5             13G         Page 9 of 12 Pages     
      
Item 10.    Certification     
      
By signing below, I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and were not acquired for the purpose of and do not have the effect of    
changing or influencing the control of the issuer of such securities and were 
not acquired in connection with or as a participant in any transaction having 
such purposes or effect.     
     
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Charles B. Johnson) that he is the 
beneficial owner of any securities covered by this report. ***    
     
     
                               SIGNATURE   
     
     
After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and    
correct.     
     
February 12, 1996                        
Date     
     
S\CHARLES B. JOHNSON
Signature

S\DEBORAH R. GATZEK
Signature     
     
By: Deborah R. Gatzek     
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13G   
Name/Title     
     
     
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr. 
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act.  Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B. 
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d).  However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.

CUSIP NO.   576853 10 5             13G         Page 10 of 12 Pages     
      
Item 10.    Certification     
      
By signing below, I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and were not acquired for the purpose of and do not have the effect of    
changing or influencing the control of the issuer of such securities and were 
not acquired in connection with or as a participant in any transaction having 
such purposes or effect.     
     
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Rupert H. Johnson, Jr.) that he is the
beneficial owner of any securities covered by this report. ***    
     
     
                               SIGNATURE   
     
     
After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and    
correct.     
     
February 12, 1996                        
Date     
     
S\RUPERT H. JOHNSON, JR.
Signature

S\DEBORAH R. GATZEK
Signature     
     
By: Deborah R. Gatzek     
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13G   
Name/Title     
     
     
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr. 
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act.  Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B. 
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d).  However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.

CUSIP NO.   576853 10 5             13G         Page 11 of 12 Pages     
      
Item 10.    Certification     
      
By signing below, I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and were not acquired for the purpose of and do not have the effect of    
changing or influencing the control of the issuer of such securities and were 
not acquired in connection with or as a participant in any transaction having 
such purposes or effect.     
     
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Franklin Resources, Inc.) that it is the
beneficial owner of any securities covered by this report. ***    
     
     
                               SIGNATURE   
     
     
After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and    
correct.     
     
February 12, 1996                        
Date     
     
S\DEBORAH R. GATZEK
Signature     
     
Deborah R. Gatzek     
Vice President & Secretary
Franklin Balance Sheet Investment Fund
Name/Title     
     
     
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr. 
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act.  Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B. 
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d).  However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.





CUSIP NO.   576853 10 5             13G         Page 12 of 12 Pages


POWER OF ATTORNEY

CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related 
documentation which may be required to be filed in his individual capacity as 
a result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue 
hereof.

S\CHARLES B. JOHNSON




POWER OF ATTORNEY

RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related 
documentation which may be required to be filed in his individual capacity as 
a result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue 
hereof.

S\RUPERT H. JOHNSON, JR.

 

FRANKLIN RESOURCES, INC.         
EXHIBIT TO SCHEDULE 13G                
  
  
  
ITEM 7 (In response to Item 3 and Item 7)                                     
IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES              CLASSIFICATION
 
                                                               
CHARLES B. JOHNSON                                             3(g)
RUPERT H. JOHNSON, JR.                                         3(g)
PROPERTY RESOURCES, INC.                                                
CONTINENTAL PROPERTY MANAGEMENT COMPANY          
FS CAPITAL GROUP         
FS PROPERTIES, INC.         
FRANKLIN PROPERTIES, INC.         
FRANKLIN REAL ESTATE MANAGEMENT, INC.                          3(e)       
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.         
FRANKLIN ADVISERS, INC.                                        3(e)         
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.                          3(e), 3(a)     
FRANKLIN CAPITAL CORPORATION 
FRANKLIN/TEMPLETON TRAVEL, INC. 
FRANKLIN TEMPLETON TRUST COMPANY                                              
FRANKLIN TEMPLETON HOLDING LIMITED
FCC RECEIVABLES CORP.
FRANKLIN BANK                                                  3(b)       
ILA FINANCIAL SERVICES, INC.      
FRANKLIN MANAGEMENT, INC.                                      3(e)         
FRANKLIN INSTITUTIONAL SERVICES CORP.                          3(e)         
FRANKLIN AGENCY, INC.          
FRANKLIN PARTNERS, INC.         

PROPERTY RESOURCES EQUITY TRUST                                3(d)
FRANKLIN UNIVERSAL TRUST                                       3(d)         
FRANKLIN PRINCIPAL MATURITY TRUST                              3(d)         
FRANKLIN MULTI-INCOME TRUST                                    3(d)         
FRANKLIN GOLD FUND                                             3(d)         
FRANKLIN PREMIER RETURN FUND                                   3(d)         
FRANKLIN EQUITY FUND                                           3(d)         
AGE HIGH INCOME FUND, INC.                                     3(d)         
FRANKLIN CUSTODIAN FUNDS, INC.                                 3(d)         
          GROWTH SERIES                                        3(d)         
          UTILITIES SERIES                                     3(d)         
          DYNATECH SERIES                                      3(d)         
          INCOME SERIES                                        3(d)         
          U.S. GOVERNMENT SECURITIES SERIES                    3(d)         
FRANKLIN MONEY FUND                                            3(d)         
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.                 3(d)         
FRANKLIN FEDERAL MONEY FUND                                    3(d)         
FRANKLIN TAX-EXEMPT MONEY FUND                                 3(d)         
FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC.                   3(d)
FRANKLIN FEDERAL TAX-FREE INCOME FUND                          3(d)         

                                Page 1 of 7
FRANKLIN TAX-FREE TRUST                                        3(d)         
          FRANKLIN MASSACHUSETTS INSURED TAX-FREE INCOME FUND  3(d)           
          FRANKLIN MICHIGAN INSURED TAX-FREE INCOME FUND       3(d)         
          FRANKLIN MINNESOTA INSURED TAX-FREE INCOME FUND      3(d)           
          FRANKLIN INSURED TAX-FREE INCOME FUND                3(d)         
          FRANKLIN OHIO INSURED TAX-FREE INCOME FUND           3(d)         
          FRANKLIN PUERTO RICO TAX-FREE INCOME FUND            3(d)         
          FRANKLIN ARIZONA TAX-FREE INCOME FUND                3(d)         
          FRANKLIN COLORADO TAX-FREE INCOME FUND               3(d)         
          FRANKLIN GEORGIA TAX-FREE INCOME FUND                3(d)         
          FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND           3(d)         
          FRANKLIN HIGH YIELD TAX-FREE INCOME FUND             3(d)         
          FRANKLIN MISSOURI TAX-FREE INCOME FUND               3(d)         
          FRANKLIN OREGON TAX-FREE INCOME FUND                 3(d)         
          FRANKLIN TEXAS TAX-FREE INCOME FUND                  3(d)         
          FRANKLIN VIRGINIA TAX-FREE INCOME FUND               3(d)         
          FRANKLIN ALABAMA TAX-FREE INCOME FUND                3(d)         
          FRANKLIN FLORIDA TAX-FREE INCOME FUND                3(d)         
          FRANKLIN CONNECTICUT TAX-FREE INCOME FUND            3(d)         
          FRANKLIN INDIANA TAX-FREE INCOME FUND                3(d)         
          FRANKLIN LOUISIANA TAX-FREE INCOME FUND              3(d)         
          FRANKLIN MARYLAND TAX-FREE INCOME FUND               3(d)         
          FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND         3(d)         
          FRANKLIN NEW JERSEY TAX-FREE INCOME FUND             3(d)         
          FRANKLIN KENTUCKY TAX-FREE INCOME FUND               3(d)         
          FRANKLIN FEDERAL INTERMEDIATE-TERM          
                     TAX-FREE INCOME FUND                      3(d)         
          FRANKLIN ARIZONA INSURED TAX-FREE INCOME FUND        3(d)         
          FRANKLIN FLORIDA INSURED TAX-FREE INCOME FUND        3(d)         
FRANKLIN CALIFORNIA TAX-FREE TRUST                             3(d)         
          FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND     3(d)           
          FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND            3(d)         
          FRANKLIN CALIFORNIA INTERMEDIATE-TERM                               
                     TAX-FREE INCOME FUND                      3(d)         
FRANKLIN NEW YORK TAX-FREE TRUST                               3(d)         
          FRANKLIN NEW YORK TAX-EXEMPT MONEY FUND              3(d)         
          FRANKLIN NEW YORK INTERMEDIATE-TERM TAX-FREE         
                     INCOME FUND                               3(d)         
          FRANKLIN NEW YORK INSURED TAX-FREE INCOME FUND       3(d)         
FRANKLIN INVESTORS SECURITIES TRUST                            3(d)         
          FRANKLIN GLOBAL GOVERNMENT INCOME FUND               3(d)         
          FRANKLIN SHORT-INTERMEDIATE          
                     U.S. GOVERNMENT SECURITIES FUND           3(d)         
          FRANKLIN CONVERTIBLE SECURITIES FUND                 3(d)         
          FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND  3(d)         
          FRANKLIN EQUITY INCOME FUND                          3(d)         
          FRANKLIN ADJUSTABLE RATE SECURITIES FUND             3(d)         
INSTITUTIONAL FIDUCIARY TRUST                                  3(d)         
          MONEY MARKET PORTFOLIO                               3(d)         
          FRANKLIN LATE DAY MONEY MARKET PORTFOLIO             3(d)         
          FRANKLIN U.S. GOVERNMENT SECURITIES MONEY          
                     MARKET PORTFOLIO                          3(d)        

                             Page 2 of 7 
          FRANKLIN U.S. TREASURY MONEY MARKET PORTFOLIO        3(d)         
          FRANKLIN INSTITUTIONAL ADJUSTABLE U.S. GOVERNMENT          
                     SECURITIES FUND                           3(d)         
          FRANKLIN INSTITUTIONAL ADJUSTABLE          
                     RATE SECURITIES FUND                      3(d)         
          FRANKLIN U.S. GOVERNMENT AGENCY MONEY MARKET FUND    3(d)           
          FRANKLIN CASH RESERVES FUND                          3(d)
FRANKLIN VALUE INVESTORS TRUST                                 3(d)
          FRANKLIN BALANCE SHEET INVESTMENT FUND               3(d)
          FRANKLIN MICROCAP VALUE FUND                         3(d)
FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND FUND                3(d) 
FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND        3(d)
FRANKLIN TAX-ADVANTAGED HIGH YIELD SECURITIES FUND             3(d) 
FRANKLIN MANAGED TRUST                                         3(d)         
          FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND           3(d)         
          FRANKLIN RISING DIVIDENDS FUND                       3(d)         
          FRANKLIN INVESTMENT GRADE INCOME FUND                3(d)         
FRANKLIN STRATEGIC MORTGAGE PORTFOLIO                          3(d)         
FRANKLIN MUNICIPAL SECURITIES TRUST                            3(d)         
          FRANKLIN HAWAII MUNICIPAL BOND FUND                  3(d)         
          FRANKLIN CALIFORNIA HIGH YIELD MUNICIPAL FUND        3(d)         
          FRANKLIN WASHINGTON MUNICIPAL BOND FUND              3(d)         
          FRANKLIN TENNESSEE MUNICIPAL BOND FUND               3(d)     
          FRANKLIN ARKANSAS MUNICIPAL BOND FUND                3(d)
FRANKLIN STRATEGIC SERIES                                      3(d)         
          FRANKLIN CALIFORNIA GROWTH FUND                      3(d)         
          FRANKLIN MIDCAP GROWTH FUND                          3(d)         
          FRANKLIN INSTITUTIONAL MIDCAP GROWTH FUND            3(d)         
          FRANKLIN GLOBAL UTILITIES FUND                       3(d)         
          FRANKLIN SMALL CAP GROWTH FUND                       3(d)         
          FRANKLIN GLOBAL HEALTH CARE FUND                     3(d)         
          FRANKLIN STRATEGIC INCOME FUND                       3(d)
          FRANKLIN NATURAL RESOURCES FUND                      3(d)
ADJUSTABLE RATE SECURITIES PORTFOLIOS                          3(d)         
          U.S. GOVERNMENT ADJUSTABLE RATE          
                  MORTGAGE PORTFOLIO                           3(d)         
          ADJUSTABLE RATE SECURITIES PORTFOLIO                 3(d)         
THE MONEY MARKET PORTFOLIOS                                    3(d)         
           THE MONEY MARKET PORTFOLIO                          3(d)         
           THE U.S. GOVERNMENT SECURITIES         
                  MONEY MARKET PORTFOLIO                       3(d)         
MIDCAP GROWTH PORTFOLIO                                        3(d)
THE RISING DIVIDENDS PORTFOLIO                                 3(d)           
FRANKLIN INTERNATIONAL TRUST                                   3(d)         
          FRANKLIN PACIFIC GROWTH FUND                         3(d)         
          FRANKLIN INTERNATIONAL EQUITY FUND                   3(d)         
FRANKLIN REAL ESTATE SECURITIES TRUST                          3(d)  
          FRANKLIN REAL ESTATE SECURITIES FUND                 3(d)  
FRANKLIN TEMPLETON GLOBAL TRUST                                3(d)         
          FRANKLIN TEMPLETON GERMAN GOVERNMENT BOND FUND       3(d)           
          FRANKLIN TEMPLETON GLOBAL CURRENCY FUND              3(d)         
          FRANKLIN TEMPLETON HARD CURRENCY FUND                3(d)         
          FRANKLIN TEMPLETON HIGH INCOME CURRENCY FUND         3(d)         
                             Page 3 of 7  
FRANKLIN TEMPLETON MONEY FUND TRUST                            3(d)
          FRANKLIN TEMPLETON MONEY FUND II                     3(d)
FRANKLIN VALUEMARK FUNDS                                       3(d)         
          MONEY MARKET FUND                                    3(d)         
          GROWTH AND INCOME FUND                               3(d)           
          PRECIOUS METALS FUND                                 3(d)         
          REAL ESTATE SECURITIES FUND                          3(d)         
          UTILITY EQUITY FUND                                  3(d)         
          HIGH INCOME FUND                                     3(d)         
          GLOBAL INCOME FUND                                   3(d)         
          INVESTMENT GRADE INTERMEDIATE BOND FUND              3(d)           
          INCOME SECURITIES FUND                               3(d)         
          U.S. GOVERNMENT SECURITIES FUND                      3(d)         
          ZERO COUPON FUND - 1995                              3(d)         
          ZERO COUPON FUND - 2000                              3(d)         
          ZERO COUPON FUND - 2005                              3(d)         
          ZERO COUPON FUND - 2010                              3(d)         
          ADJUSTABLE U.S. GOVERNMENT FUND                      3(d)         
          RISING DIVIDENDS FUND                                3(d)         
          TEMPLETON PACIFIC GROWTH FUND                        3(d)         
          TEMPLETON INTERNATIONAL EQUITY FUND                  3(d)  
          TEMPLETON DEVELOPING MARKETS EQUITY FUND             3(d)   
          TEMPLETON GLOBAL GROWTH FUND                         3(d)    
          TEMPLETON GLOBAL ASSET ALLOCATION FUND               3(d)
          SMALL CAP FUND                                       3(d)
FRANKLIN GOVERNMENT SECURITIES TRUST                           3(d)         
         
TEMPLETON WORLDWIDE, INC.      
TEMPLETON GLOBAL INVESTORS, INC.         
TEMPLETON QUANTITATIVE ADVISORS, INC.                          3(e)         
TEMPLETON/FRANKLIN INVESTMENT SERVICES, INC.                   3(e),3(a)      
TEMPLETON FUNDS TRUST COMPANY         
TEMPLETON FUNDS ANNUITY COMPANY         
TEMPLETON INVESTMENT COUNSEL, INC.                             3(e)         
TEMPLETON MANAGEMENT LIMITED         
TEMPLETON HERITAGE LIMITED        
TEMPLETON INTERNATIONAL, INC.       
TEMPLETON INVESTMENT MANAGEMENT (Hong Kong) LIMITED            3(e)     
TEMPLETON/FRANKLIN INVESTMENT SERVICES (Asia) LIMITED             
TEMPLETON ASSET MANAGEMENT LTD.         
TEMPLETON INVESTMENT MANAGEMENT (Australia) LIMITED         
TEMPLETON GLOBAL INVESTORS LIMITED          
TEMPLETON INVESTMENT MANAGEMENT LIMITED         
TEMPLETON UNIT TRUST MANAGERS LIMITED      
TEMPLETON HOLDINGS LIMITED               
TEMPLETON GLOBAL STRATEGIC SERVICES S.A.         
TEMPLETON GLOBAL STRATEGIC SERVICES (Deutschland) GMBH         
TEMPLETON/NATIONAL BANK OF GREECE MANAGEMENT (Luxembourg) S.A. 
TEMPLETON MANAGEMENT (Lux.) S.A.         
T.G.H. HOLDINGS LTD.        
TEMPLETON GLOBAL ADVISORS LIMITED                       3(e)
FRANKLIN/TEMPLETON EXERCISE FACILITIES, INC.
TEMPLETON ASSET MANAGEMENT INDIA PVT. LTD.
                             Page 4 of 7
TEMPLETON ITALIA SRL.
TEMPLETON S.A.
       
TEMPLETON SMALLER COMPANIES GROWTH FUND, INC.                  3(d)      
TEMPLETON FUNDS, INC.                                          3(d)      
          TEMPLETON WORLD FUND                                 3(d)      
          TEMPLETON FOREIGN FUND                               3(d)      
TEMPLETON INCOME TRUST                                         3(d)       
          TEMPLETON INCOME FUND                                3(d)      
          TEMPLETON MONEY FUND                                 3(d)      
TEMPLETON GROWTH FUND, INC.                                    3(d)      
TEMPLETON EMERGING MARKETS FUND, INC.                          3(d)           
TEMPLETON GLOBAL INCOME FUND, INC.                             3(d)      
TEMPLETON VARIABLE ANNUITY FUND                                3(d)      
TEMPLETON VARIABLE PRODUCTS SERIES FUND                        3(d)           
          TEMPLETON MONEY MARKET FUND                          3(d)      
          TEMPLETON BOND FUND                                  3(d)       
          TEMPLETON STOCK FUND                                 3(d)      
          TEMPLETON ASSET ALLOCATION FUND                      3(d)      
          TEMPLETON INTERNATIONAL FUND                         3(d)      
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST                      3(d)      
TEMPLETON REAL ESTATE SECURITIES FUND                          3(d)      
TEMPLETON GLOBAL OPPORTUNITIES TRUST                           3(d)      
TEMPLETON GLOBAL UTILITIES, INC.                               3(d)      
INDONESIA DEVELOPMENT FUND LIMITED                                   
TEMPLETON GLOBAL GROWTH FUND LTD.                                    
TEMPLETON GLOBAL INCOME PORTFOLIO LTD.                               
TEMPLETON INTERNATIONAL EMERGING MARKETS FUND                        
TEMPLETON INTERNATIONAL GROWTH FUND                                  
TEMPLETON INTERNATIONAL FOREIGN FUND                                 
TEMPLETON INTERNATIONAL GLOBAL INCOME FUND                           
TEMPLETON INSTITUTIONAL FUNDS, INC.                            3(d)      
          TEMPLETON GROWTH SERIES                              3(d)      
          TEMPLETON FOREIGN EQUITY SERIES                      3(d)      
          TEMPLETON EMERGING MARKETS SERIES                    3(d)      
          TEMPLETON GLOBAL FIXED INCOME SERIES                 3(d)      
          TEMPLETON FOREIGN EQUITY (South Africa Free) SERIES  3(d)      
TEMPLETON AMERICAN TRUST, INC.                                 3(d)      
TEMPLETON CAPITAL ACCUMULATOR FUND, INC.                       3(d)      
TEMPLETON DEVELOPING MARKETS TRUST                             3(d)      
TEMPLETON GROWTH FUND, LTD.                     
TEMPLETON GLOBAL GROWTH FUND, LTD. (Australia)      
ASIAN DEVELOPMENT EQUITY FUND      
TEMPLETON GLOBAL BOND FUND      
TEMPLETON TREASURY BILL FUND      
TEMPLETON GLOBAL GROWTH TRUST      
TEMPLETON GLOBAL BALANCED TRUST      
TEMPLETON GLOBAL INCOME FUND (III)      
TEMPLETON GLOBAL SMALLER COMPANIES FUND      
TEMPLETON CANADIAN STOCK FUND      
TEMPLETON INTERNATIONAL STOCK FUND      
TEMPLETON EMERGING MARKETS INVESTMENT TRUST PLC      
TEMPLETON VALUE TRUST      
                             Page 5 of 7
TEMPLETON EMERGING GROWTH STOCK PORTFOLIO N.V.      
TEMPLETON ASIA FUND      
TEMPLETON CANADIAN BOND FUND      
TEMPLETON POOLED INVESTMENT TRUST      
          TEMPLETON INTERNATIONAL EQUITY TRUST      
          TEMPLETON INTERNATIONAL STOCK TRUST      
          TEMPLETON GLOBAL EQUITY TRUST       
TEMPLETON GLOBAL STRATEGY SICAV
          TEMPLETON ASIAN GROWTH FUND
          TEMPLETON ASIAN SMALLER COMPANIES FUND
          TEMPLETON CHINA FUND
          TEMPLETON KOREAN FUND
          TEMPLETON GLOBAL INCOME FUND                              
          TEMPLETON EMERGING MARKETS FUND      
          TEMPLETON GLOBAL GROWTH FUND                    
          TEMPLETON DEUTSCHEMARK GLOBAL GROWTH FUND      
          TEMPLETON SMALLER COMPANIES FUND
          TEMPLETON EUROPEAN FUND           
          TEMPLETON DEUTSCHEMARK GLOBAL BOND FUND      
          TEMPLETON U.S. GOVERNMENT FUND      
          TEMPLETON EMERGING MARKETS FIXED INCOME FUND      
          TEMPLETON HAVEN FUND
          TEMPLETON GLOBAL INFRASTRUCTURE AND COMMUNICATIONS FUND
          TEMPLETON PAN-AMERICAN FUND  
          TEMPLETON GLOBAL UTILITIES FUND
          TEMPLETON GLOBAL CONVERTIBLE FUND
          TEMPLETON GLOBAL BALANCED FUND                      
          TEMPLETON U.S. DOLLAR LIQUID RESERVE FUND          
          TEMPLETON DEUTSCHEMARK LIQUID RESERVE FUND         
TEMPLETON BALANCED FUND      
TEMPLETON/NATIONAL BANK OF GREECE TRANS-EUROPEAN FUND      
          GROWTH      
          INCOME      
TEMPLETON EMERGING MARKETS FUND (Canada)      
TEMPLETON EMERGING ASIA       
STRUCTURED EQUITY FUND "ALPHA" LTD.                
TEMPLETON INTERNATIONAL EQUITY TRUST               
TEMPLETON CANADIAN EQUITY TRUST                    
TEMPLETON EMERGING MARKETS TRUST                   
TEMPLETON EMERGING MARKET APPRECIATION FUND, LTD.    
TEMPLETON GLOBAL VALUE LTD.
TEMPLETON ALTERNATIVE STRATEGIES LTD.              
TEMPLETON GLOBAL HEDGED CONVERTIBLE LTD.           
TEMPLETON EMERGING MARKETS NEW OPPORTUNITIES FUND
TEMPLETON COPERNICAN FUND LTD.
TEMPLETON RELATIVE VALUE FUND LTD.
TEMPLETON GLOBAL INFRASTRUCTURE FUND
TEMPLETON ETHNOFUND - GROWTH PORTFOLIO             
TEMPLETON ETHNOFUND - INCOME PORTFOLIO             
TEMPLETON LIFE FUND - STERLING HAVEN               
TEMPLETON LIFE FUND - GLOBAL FIXED INTEREST        
TEMPLETON LIFE FUND - GLOBAL MANAGED               
TEMPLETON LIFE FUND - GLOBAL GROWTH                
                             Page 6 of 7
TEMPLETON LIFE FUND - GLOBAL ENTERPRISE            
TEMPLETON PENSIONS FUND - STERLING HAVEN - EXEMPT  
TEMPLETON PENSIONS FUND - GLOBAL FIXED INTEREST - EXEMPT
TEMPLETON PENSIONS FUND - GLOBAL MANAGED - EXEMPT  
TEMPLETON PENSIONS FUND - GLOBAL GROWTH - EXEMPT   
TEMPLETON PENSIONS FUND - GLOBAL ENTERPRISE - EXEMPT
TEMPLETON EMERGING MARKETS INVESTMENT TRUST "C"    
TEMPLETON LATIN AMERICA INVESTMENT TRUST PLC       
TEMPLETON EXEMPT TRUST                             

TEMPLETON CHINA WORLD FUND, INC.                               3(d)      
ALPHA FUND                                                                 
           OFFSHORE      
           DOMESTIC      
31 WEST FUND L. P.      
STRUCTURED ASSET MANAGEMENT FUND L.P.      
GLOBAL DERIVATIVES FUND      
TEMPLETON EMERGING MARKETS INCOME FUND, INC.                   3(d)          
TEMPLETON GLOBAL INVESTMENT TRUST                              3(d) 
          TEMPLETON GLOBAL INFRASTRUCTURE FUND                 3(d) 
          TEMPLETON GROWTH AND INCOME FUND                     3(d) 
          TEMPLETON AMERICAS GOVERNMENT SECURITIES FUND        3(d)
          TEMPLETON GREATER EUROPEAN FUND                      3(d)
          TEMPLETON LATIN AMERICA FUND                         3(d)
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.             3(d)
TEMPLETON EMERGING MARKETS APPRECIATION FUND (CANADA) 
FRANKLIN/TEMPLETON JAPAN FUND                                  3(d) 
TEMPLETON DRAGON FUND, INC.                                    3(d) 
TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.                     3(d) 
TEMPLETON CANADIAN ASSET ALLOCATION FUND
TEMPLETON GLOBAL BALANCED FUND
TEMPLETON INTERNATIONAL BALANCED FUND
TEMPLETON RUSSIA FUND, INC.                                    3(d)
  

                              Page 7 of 7