FRANKLIN CUSTODIAN FUNDS, INC.

                       ARTICLES OF AMENDMENT
                               TO
                     ARTICLES OF INCORPORATION

     Franklin Custodian Funds, Inc., a Maryland corporation (the "Corporation"),
having its principal office in Baltimore City, Maryland, hereby certifies to the
State Department of Assessments and Taxation of the State of Maryland that:

     FIRST: The Corporation is registered as an open-end  management  investment
company under the Investment Company Act of 1940.

     SECOND:  The  Charter of the  Corporation  is hereby  amended to provide as
follows:

            (A)            The name of the "Dynatech Series Shares" class of the
                           Corporation is hereby changed to the "Franklin
                           Dynatech Fund Shares" class of the Corporation.

                (i)        The name of the "Dynatech Series Class A" sub-class
                           of capital stock of the Dynatech Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Dynatech Fund Class A" sub-class of capital stock of
                           the Franklin Dynatech Fund Shares class of the
                           Corporation.

               (ii)        The name of the "Dynatech Series Class B" sub-class
                           of capital stock of the Dynatech Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Dynatech Fund Class B" sub-class of capital stock of
                           the Franklin Dynatech Fund Shares class of the
                           Corporation.

               (iii)       The name of the "Dynatech Series Class C" sub-class
                           of capital stock of the Dynatech Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Dynatech Fund Class C" sub-class of capital stock of
                           the Franklin Dynatech Fund Shares class of the
                           Corporation.

           (B)             The name of the "Growth Series Shares" class of the
                           Corporation is hereby changed to the "Franklin Growth
                           Fund Shares" class of the Corporation.

              (i)          The name of the "Growth Series Class A" sub-class of
                           capital stock of the Growth Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Growth Fund Class A" sub-class of capital stock of
                           the Franklin Growth Fund Shares class of the
                           Corporation.

              (ii)         The name of the "Growth Series Class B" sub-class of
                           capital stock of the Growth Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Growth Fund Class B" sub-class of capital stock of
                           the Franklin Growth Fund Shares class of the
                           Corporation.

              (iii)        The name of the "Growth Series Class C" sub-class of
                           capital stock of the Growth Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Growth Fund Class C" sub-class of capital stock of
                           the Franklin Growth Fund Shares class of the
                           Corporation.

              (iv)         The name of the "Growth Series Advisor Class"
                           sub-class of capital stock of the Growth Series
                           Shares class of the Corporation is hereby changed to
                           the "Franklin Growth Fund Advisor Class" sub-class of
                           capital stock of the Franklin Growth Fund Shares
                           class of the Corporation.

              (v)          The name of the "Growth Series Class R" sub-class of
                           capital stock of the Growth Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Growth Fund Advisor Class" sub-class of capital stock
                           of the Franklin Growth Fund Shares class of the
                           Corporation.

           (C)             The name of the "Income Series Shares" class of the
                           Corporation is hereby changed to the "Franklin Income
                           Fund Shares" class of the Corporation.

              (i)          The name of the "Income Series Class A" sub-class of
                           capital stock of the Income Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Income Fund Class A" sub-class of capital stock of
                           the Franklin Income Fund Shares class of the
                           Corporation.

              (ii)         The name of the "Income Series Class B" sub-class of
                           capital stock of the Income Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Income Fund Class B" sub-class of capital stock of
                           the Franklin Income Fund Shares class of the
                           Corporation.

             (iii)         The name of the "Income Series Class B1" sub-class of
                           capital stock of the Income Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Income Fund Class B1" sub-class of capital stock of
                           the Franklin Income Fund Shares class of the
                           Corporation.

             (iv)          The name of the "Income Series Class C" sub-class of
                           capital stock of the Income Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Income Fund Class C" sub-class of capital stock of
                           the Franklin Income Fund Shares class of the
                           Corporation.

             (v)           The name of the "Income Series Advisor Class"
                           sub-class of capital stock of the Income Series
                           Shares class of the Corporation is hereby changed to
                           the "Franklin Income Fund Advisor Class" sub-class of
                           capital stock of the Franklin Income Fund Shares
                           class of the Corporation.

             (vi)          The name of the "Income Series Class R" sub-class of
                           capital stock of the Income Series Shares class of
                           the Corporation is hereby changed to the "Franklin
                           Income Fund Class R" sub-class of capital stock of
                           the Franklin Income Fund Shares class of the
                           Corporation.

           (D)             The name of the "Utilities Series Shares" class of
                           the Corporation is hereby changed to the "Franklin
                           Utilities Fund Shares" class of the Corporation.

             (i)           The name of the "Utilities Series Class A" sub-class
                           of capital stock of the Utilities Series Shares
                           class of the Corporation is hereby changed to the
                           "Franklin Utilities Fund Class A" sub-class of
                           capital stock of the Franklin Utilities Fund Shares
                           class of the Corporation.

             (ii)          The name of the "Utilities Series Class B" sub-class
                           of capital stock of the Utilities Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Utilities Fund Class B" sub-class of capital stock of
                           the Franklin Utilities Fund Shares class of the
                           Corporation.

             (iii)         The name of the "Utilities Series Class C" sub-class
                           of capital stock of the Utilities Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Utilities Fund Class C" sub-class of capital stock of
                           the Franklin Utilities Fund Shares class of the
                           Corporation.

             (iv)          The name of the "Utilities Series Advisor Class"
                           sub-class of capital stock of the Utilities Series
                           Shares class of the Corporation is hereby changed to
                           the "Franklin Utilities Fund Advisor Class" sub-class
                           of capital stock of the Franklin Utilities Fund
                           Shares class of the Corporation.

             (v)           The name of the "Utilities Series Class R" sub-class
                           of capital stock of the Utilities Series Shares class
                           of the Corporation is hereby changed to the "Franklin
                           Utilities Fund Class R" sub-class of capital stock of
                           Franklin Utilities Fund Shares class of the
                           Corporation.

           (E)             The name of the "U.S. Government Securities Series
                           Shares" class of the Corporation is hereby changed to
                           the "Franklin U.S. Government Securities Fund Shares"
                           class of the Corporation.

             (i)           The name of the "U.S. Government Securities Series
                           Class A" sub-class of capital stock of the U.S.
                           Government Securities Series Shares
                           class of the Corporation is hereby
                           changed to the "Franklin U.S.
                           Government Securities Fund Class A"
                           sub-class of capital stock of the
                           Franklin U.S. Government Securities
                           Fund Shares class of the Corporation.

             (ii)          The name of the "U.S. Government Securities Series
                           Class B" sub-class of capital stock of the U.S.
                           Government Securities Series Shares class of the
                           Corporation is hereby changed to the "Franklin U.S.
                           Government Securities Fund Class B" sub-class of
                           capital stock of the Franklin U.S. Government
                           Securities Fund Shares class of the Corporation.

             (iii)         The name of the "U.S. Government Securities Series
                           Class C" sub-class of capital stock of the U.S.
                           Government Securities Series Shares class of the
                           Corporation is hereby changed to the "Franklin U.S.
                           Government Securities Fund Class C" sub-class of
                           capital stock of the Franklin U.S. Government
                           Securities Fund Shares class of the Corporation.

             (iv)          The name of the "U.S. Government Securities Series
                           Advisor Class" sub-class of capital stock of the U.S.
                           Government Securities Series Shares class of the
                           Corporation is hereby changed to the "Franklin U.S.
                           Government Securities Fund Advisor Class" sub-class
                           of capital stock of the Franklin U.S. Government
                           Securities Fund Shares class of the Corporation.

            (v)            The name of the "U.S. Government Securities Series
                           Class R" sub-class of capital stock of the U.S.
                           Government Securities Series Shares
                           class of the Corporation is hereby
                           changed to the "Franklin U.S.
                           Government Securities Fund Class R"
                           sub-class of capital stock of the
                           Franklin U.S. Government Securities
                           Fund Shares class of the Corporation.

      THIRD: The foregoing amendment to the Charter of the Corporation has been
approved by a majority of the entire Board of Directors and is limited to a
change expressly permitted by Section 2-605(a)(2) of the Maryland General
Corporation Law to be made without action by the shareholders of the
Corporation.

      FOURTH: These Articles of Amendment shall become immediately effective
upon filing.

      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its undersigned authorized
officers who acknowledge that these Articles of Amendment are the act of the

Corporation, that to the best of their knowledge, information and belief, the
matters and facts set forth herein relating to the authorization and approval of
these Articles of Amendment are true in all material respects, and that this
statement is made under the penalties of perjury.


           Presented and witnessed on this 13th day of December, 2002.



FRANKLIN CUSTODIAN FUNDS, INC.



                               By:/s/CHARLES B. JOHNSON
                                  -------------------------
                                  PRESIDENT





WITNESS: /s/DAVID P. GOSS
        --------------------------------
        Vice President and
        Assistant Secretary