AMENDMENT TO FUND ADMINISTRATION AGREEMENT

                                  AMENDMENT TO
                          FUND ADMINISTRATION AGREEMENT

     This Amendment  dated as of January 1, 2001, is to the Fund  Administration
Agreement made as of October 1, 1996 (the  "Agreement") by and between  Franklin
Xxxxxxxxx Services,  Inc., a Florida  corporation  ("FTSI") and Xxxxxxxxx Growth
Fund, Inc. (the "Fund").

                                   WITNESSETH:

     WHEREAS, both FTSI and the Fund wish to amend the Agreement;

     WHEREAS,  FTSI merged into  FRANKLIN  XXXXXXXXX  SERVICES,  LLC, a Delaware
limited liability company, a successor entity, on January 1, 2001;

     NOW,  THEREFORE,  in consideration of the foregoing  premises,  the parties
hereto agree as follows:

     1. FTSI's name is henceforth to be known as "Franklin  Xxxxxxxxx  Services,
        LLC."

     2. All  references to FTSI being a "Florida  Corporation"  in the Agreement
        are hereby changed to a "Delaware limited liability company."

     IN WITNESS  WHEREOF,  this  Amendment  has been  executed on behalf of each
party as of the date set forth above.

                                            FRANKLIN XXXXXXXXX SERVICES, LLC



                                            By: /s/XXXXX XXXXXXXXX
                                               -------------------------------

                                           TEMPLETON GROWTH FUND, INC.



                                            By:/s/ XXXXXXX X. XXXXX
                                               -------------------------------