SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): June 16, 1999
                                                          (June 15, 1999)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



          .... DELAWARE ................. 1-9318 ....... 13-2670991 ...
        (State or other jurisdiction   (Commission     (IRS Employer
        of incorporation)              File Number)   Identification No.)



       777 MARINERS ISLAND BLVD., SAN MATEO, CALIFORNIA ........ 94404...
      (Address of principal executive offices)                (Zip Code)



          Registrant's telephone number, including area code. (650) 312-3000


                -------------------------------------------------
          (Former name or former address, if changed since last report)






                                    <PAGE 1>



Item 5.      Other Events

Registrant is filing a Form 8-K in order to update its progress on its Year 2000
compliance plans. By this filing, Registrant is not establishing the practice of
filing further  updates on Form 8-K in connection  with its Year 2000 compliance
plan.

Year 2000 Readiness Disclosure

Forward-Looking Statements.
--------------------------
When used in this Form 8-K and in future filings by Franklin Resources, Inc. and
subsidiaries (collectively,  the "Company") with the SEC, in the Company's press
releases  and in  oral  statements  made  with  the  approval  of an  authorized
executive officer, the words or phrases "will likely result", "are expected to",
"will continue", "is anticipated",  "estimate", "project" or similar expressions
are intended to identify "forward-looking  statements" within the meaning of the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
regarding the Year 2000 problem also include estimated timetables for completion
of the phases of the  Company's  Year 2000 plan;  projections  of project  costs
regarding the Year 2000 plan;  statements  regarding the possible effects of the
Year 2000 problem on the Company's  business and that of third parties with whom
the Company does business;  and possible contingency plans of the Company.  Such
statements  are  subject to certain  risks and  uncertainties,  including  those
discussed  under the  caption  "Specific  Risks  Associated  with the Year 2000"
below,  that could cause actual  results to differ  materially  from  historical
earnings and those  presently  anticipated  or projected.  The Company  cautions
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.

Year 2000.
---------
Information  contained  in  this  section  regarding  the  Company's  Year  2000
preparations is provided as of June 15, 1999, unless otherwise  stated.  Because
the Year 2000  project is an  ongoing  Company-wide  endeavor,  the state of the
Company's progress changes daily.

All but one of the Company's mission-critical systems have now been certified as
Year  2000   compliant.   Such   certified   systems   include   the   Company's
mission-critical  securities  trading  systems,  portfolio  accounting  systems,
customer service systems, general ledger systems, and international and domestic
transfer   agency   systems.   The  Company   intends  to  have  its   remaining
mission-critical  system,  a  replacement  for an existing  sales and  marketing
system, certified by the end of September, 1999. The Company uses this sales and
marketing  system to warehouse,  track and process certain sales data, but it is
not used to perform any  investment  management  or  shareholder  record-keeping
activities.  All other  certified  mission-critical  systems  are  operating  in
production with the exception of one  wire-transfer  system which will be phased
in over the next 30 days.

In addition to previously completed Street Wide Testing in March and April 1999,
in May, 1999 the Company successfully  participated in industry-wide  testing of
major real-time market data services. This test was an end-to-end test of market
data involving the major North  American  securities  exchanges,  news services,
market  data  services  and more than 150 end users  representing  major  banks,
brokerages and investment  companies in the United States.  In July, the Company
will  participate  in  six  additional  days  of  industry-wide  testing  of its
interfaces with major broker dealers.

                                    <Page 2>
<PAGE>


The Company's Year 2000 compliance plan is comprised of four phases: Assessment,
Remediation,  Testing and  Implementation.  The Company considers a system to be
Year 2000 compliant when it has passed a number of prescribed tests  established
by the  Company,  viewed as the industry  standard or  suggested by  regulators.
However, no testing can guarantee that a system which has been certified as Year
2000 compliant will not have difficulties associated with the Year 2000.

Assessment:         systems are  inventoried,  budgets and strategies are
                    created to address identified problems.

Remediation:        software  corrections,   upgrades  and  other  fixes  are
                    made; questionnaires  requesting Year 2000  compliance
                    assurances are sent to vendors and, in some cases, test
                    scripts are requested.

Testing:            internal   systems   are   tested   on  a   stand-alone
                    basis; point-to-point  testing is conducted for some
                    systems, and the system is certified as Year 2000 compliant.

Implementation:     systems  that  have  been  identified  as  being  Year  2000
                    compliant  are put  into  normal  business  operation;
                    end-user training is conducted.

The  Company's  Year  2000  plan  prioritizes  the Year  2000  certification  of
mission-critical  systems over other systems.  The following  percentages  refer
only to mission-critical systems.

      Phase of          % of Mission Critical
      Project           Systems Complete
      -------------------------------------------
      Assessment              100%
      Remediation             100%
      Testing                  98%
      Implementation           95%

The non  mission-critical  systems of the Company are either  maintained  by the
Company's Information Systems & Technology ("IS&T") department or are maintained
by  internal  business  users  (end-user  maintained  systems).  IS&T-maintained
systems have been given high  priority due to their  relative  importance  while
end-user maintained systems have been given lower priorities. The percentages
below include only IS&T-maintained systems.

      Phase of          % of Non Mission-Critical
      Project           IS&T-Maintained Systems Complete
      --------------------------------------------------
      Assessment           100%
      Remediation          100%
      Testing               87%
      Implementation        86%

                                    <Page 3>
<PAGE>


Third  Parties and Year 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of information  technology  ("IT")
systems  that are  owned  and  managed  in  whole  or in part by third  parties,
including  some of the Company's  mission-critical  systems.  These  third-party
systems  include  data  feeds,   trading  systems,   securities  transfer  agent
operations  and stock market  links.  The Company has contacted all of its major
external  suppliers of goods and services to assess their compliance efforts and
the  Company's  exposure  in the event of a failure  of  third-party  compliance
efforts.  The Company has received responses from suppliers of  mission-critical
systems  and  in  some  cases  has  obtained  additional  information,   written
assurances  of  certification,  or test scripts.  In addition,  certain of these
third  parties  assisted the Company with  modifying  and testing the  Company's
systems,  and  participated in Street Wide Testing with the Company and with one
another.  To date,  no  mission-critical  third-party  supplier has informed the
Company that it would not be Year 2000  compliant by the millenium  date nor has
the Company's testing with third parties revealed any significant non-compliance
issues. Such communication with mission-critical  third-parties will continue as
the  Company  proceeds  with its Year  2000  project,  and into the Year 2000 to
monitor system functions.

Cost Estimates. The total estimated costs through March 2000 associated with the
Year 2000  project  are  expected  to be between  $50  million  to $60  million,
including an  unallocated  reserve.  These  estimated  costs  consist  mainly of
internal and third-party  labor costs which are expensed as incurred.  The total
amount  expended on the  project  through  May 31,  1999 was  approximately  $31
million.  The  Company's  estimate of the total costs to complete  the Year 2000
project will continue to be refined in future periods. The Company believes that
its existing  liquid assets,  together with expected cash flow from  operations,
combined with its borrowing  capacity under existing  credit  facilities will be
sufficient to fund anticipated expenditures.

Contingency  Planning.  Extensive  preparation  efforts cannot guarantee a total
absence of Year 2000  problems.  Therefore,  the Company  continues  to develop,
exercise,  and  integrate  comprehensive  worldwide  contingency  plans which it
currently expects to be completed and in place by September,  1999.  Through the
Company's continued participation in industry-wide testing,  communications with
third parties,  and use of business  continuity  planning  specialists and other
consultants,  the Company seeks to identify areas of potential  disruptions and,
to the  extent  possible,  to  minimize  such  disruptions.  However,  it is not
possible  accurately to predict which internal or external  systems or utilities
may be affected worldwide, or the exact nature of all problems that might occur.

The  Company  has  created  a   worldwide   Year  2000   cross-over   team  with
representatives  from each  major  business  function.  The  cross-over  team is
preparing  processes to provide a rapid response to any  unanticipated  problems
that occur and will staff a Year 2000  command  center at year end.  In light of
the complexity of the Company's  business processes there are, in certain cases,
limited or no  alternatives  to some of its  mission-critical  systems or public
utilities.  While  redundant  systems and back-up power supplies are in place to
address  communication or power interruptions,  if certain public utilities fail
in multiple  locations or if  mission-critical  systems  fail,  there could be a
material  adverse impact upon the Company's  business,  financial  condition and
results of operations.  This is especially true if such outages or failures were
to extend  for a period of many days.  Similarly,  if the  systems of  important
third  parties  such  as  securities  transfer  agents,  stock  exchanges,  data
providers  or others  fail,  this could have a  material  adverse  effect on the
Company's business, financial condition and results of operations.


                                    <Page 4>
<PAGE>

Non-IT Systems.  Other than third-party long distance  telephone and data lines,
and public utility electrical power, the Company's  business  operations are not
heavily dependent on non-IT components or systems such as elevators,  electrical
and  security  systems,  and  embedded  computer  chips in  devices  such as fax
machines and copiers. None of the Company's mission-critical systems is a non-IT
system.  Based upon the Company's  ongoing  assessment and information  received
from third  parties,  very few of the  Company's  non-IT  systems  will  require
remediation.  The only such  system  identified  to date as not being  Year 2000
compliant is the building  access system that the Company uses in certain of its
leased  properties.  The  Company  does not expect to  experience  any  material
effects  related to the Year 2000  compliance of non-IT systems unless there are
telephone  and data  line,  or  general  public  utility  problems,  beyond  the
Company's control.

Specific Risks  Associated  with the Year 2000. The Company's  ability to manage
Year 2000 issues is subject to uncertainties beyond its control that could cause
actual  results to differ  materially  from what has been discussed  above.  The
Company  could  become  subject  to legal  claims  in the event of any Year 2000
problem in the Company's business operations.  In addition,  the Company and its
subsidiaries  are subject to  regulation by various  domestic and  international
authorities  which could impose sanctions or fines or cause the Company to cease
certain  operations  in the event its  systems  are not Year 2000  compliant.  A
general  disruption in securities or capital markets,  or withdrawal of funds by
investors concerned about Year 2000 issues, could have a material adverse effect
upon the Company's business, financial condition and results of operations.

Factors that could  influence  the impact of the Year 2000  problem  include the
success of the Company in  identifying  systems and programs  that are affected.
Other   factors   include  the  nature  and  amount  of  testing,   remediation,
programming,  installation  and systems  work  required to upgrade or to replace
each of the affected programs or systems;  the rate,  magnitude and availability
of related labor and consulting  costs; the success of the Company in correcting
its  internal  systems and the success of the  Company's  external  partners and
suppliers in addressing their respective Year 2000 problems.

The failure of organizations  such as those mentioned above under "Third Parties
and Year 2000" to resolve their own issues with respect to the Year 2000 problem
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.



                                    <Page 5>
<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                     FRANKLIN RESOURCES, INC.
                     (Registrant)


Date: June 16, 1999  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Vice President



                                    <Page 6>
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 16, 1999
                                                          (June 15, 1999)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

          .... DELAWARE ................. 1-9318 ....... 13-2670991 ...
        (State or other jurisdiction   (Commission     (IRS Employer
        of incorporation)              File Number)   Identification No.)

       777 MARINERS ISLAND BLVD., SAN MATEO, CALIFORNIA ........ 94404...
      (Address of principal executive offices)                (Zip Code)

          Registrant's telephone number, including area code. (650) 312-3000

                -------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.      Other Events

Registrant is filing a Form 8-K in order to update its progress on its Year 2000
compliance plans. By this filing, Registrant is not establishing the practice of
filing further  updates on Form 8-K in connection  with its Year 2000 compliance
plan.

Year 2000 Readiness Disclosure

Forward-Looking Statements.
--------------------------
When used in this Form 8-K and in future filings by Franklin Resources, Inc. and
subsidiaries (collectively,  the "Company") with the SEC, in the Company's press
releases  and in  oral  statements  made  with  the  approval  of an  authorized
executive officer, the words or phrases "will likely result", "are expected to",
"will continue", "is anticipated",  "estimate", "project" or similar expressions
are intended to identify "forward-looking  statements" within the meaning of the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
regarding the Year 2000 problem also include estimated timetables for completion
of the phases of the  Company's  Year 2000 plan;  projections  of project  costs
regarding the Year 2000 plan;  statements  regarding the possible effects of the
Year 2000 problem on the Company's  business and that of third parties with whom
the Company does business;  and possible contingency plans of the Company.  Such
statements  are  subject to certain  risks and  uncertainties,  including  those
discussed  under the  caption  "Specific  Risks  Associated  with the Year 2000"
below,  that could cause actual  results to differ  materially  from  historical
earnings and those  presently  anticipated  or projected.  The Company  cautions
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.

Year 2000.
---------
Information  contained  in  this  section  regarding  the  Company's  Year  2000
preparations is provided as of June 15, 1999, unless otherwise  stated.  Because
the Year 2000  project is an  ongoing  Company-wide  endeavor,  the state of the
Company's progress changes daily.

All but one of the Company's mission-critical systems have now been certified as
Year  2000   compliant.   Such   certified   systems   include   the   Company's
mission-critical  securities  trading  systems,  portfolio  accounting  systems,
customer service systems, general ledger systems, and international and domestic
transfer   agency   systems.   The  Company   intends  to  have  its   remaining
mission-critical  system,  a  replacement  for an existing  sales and  marketing
system, certified by the end of September, 1999. The Company uses this sales and
marketing  system to warehouse,  track and process certain sales data, but it is
not used to perform any  investment  management  or  shareholder  record-keeping
activities.  All other  certified  mission-critical  systems  are  operating  in
production with the exception of one  wire-transfer  system which will be phased
in over the next 30 days.

In addition to previously completed Street Wide Testing in March and April 1999,
in May, 1999 the Company successfully  participated in industry-wide  testing of
major real-time market data services. This test was an end-to-end test of market
data involving the major North  American  securities  exchanges,  news services,
market  data  services  and more than 150 end users  representing  major  banks,
brokerages and investment  companies in the United States.  In July, the Company
will  participate  in  six  additional  days  of  industry-wide  testing  of its
interfaces with major broker dealers.
The Company's Year 2000 compliance plan is comprised of four phases: Assessment,
Remediation,  Testing and  Implementation.  The Company considers a system to be
Year 2000 compliant when it has passed a number of prescribed tests  established
by the  Company,  viewed as the industry  standard or  suggested by  regulators.
However, no testing can guarantee that a system which has been certified as Year
2000 compliant will not have difficulties associated with the Year 2000.

Assessment:         systems are  inventoried,  budgets and strategies are
                    created to address identified problems.

Remediation:        software  corrections,   upgrades  and  other  fixes  are
                    made; questionnaires  requesting Year 2000  compliance
                    assurances are sent to vendors and, in some cases, test
                    scripts are requested.

Testing:            internal   systems   are   tested   on  a   stand-alone
                    basis; point-to-point  testing is conducted for some
                    systems, and the system is certified as Year 2000 compliant.

Implementation:     systems  that  have  been  identified  as  being  Year  2000
                    compliant  are put  into  normal  business  operation;
                    end-user training is conducted.

The  Company's  Year  2000  plan  prioritizes  the Year  2000  certification  of
mission-critical  systems over other systems.  The following  percentages  refer
only to mission-critical systems.

      Phase of          % of Mission Critical
      Project           Systems Complete
      -------------------------------------------
      Assessment              100%
      Remediation             100%
      Testing                  98%
      Implementation           95%

The non  mission-critical  systems of the Company are either  maintained  by the
Company's Information Systems & Technology ("IS&T") department or are maintained
by  internal  business  users  (end-user  maintained  systems).  IS&T-maintained
systems have been given high  priority due to their  relative  importance  while
end-user maintained systems have been given lower priorities. The percentages
below include only IS&T-maintained systems.

      Phase of          % of Non Mission-Critical
      Project           IS&T-Maintained Systems Complete
      --------------------------------------------------
      Assessment           100%
      Remediation          100%
      Testing               87%
      Implementation        86%
Third  Parties and Year 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of information  technology  ("IT")
systems  that are  owned  and  managed  in  whole  or in part by third  parties,
including  some of the Company's  mission-critical  systems.  These  third-party
systems  include  data  feeds,   trading  systems,   securities  transfer  agent
operations  and stock market  links.  The Company has contacted all of its major
external  suppliers of goods and services to assess their compliance efforts and
the  Company's  exposure  in the event of a failure  of  third-party  compliance
efforts.  The Company has received responses from suppliers of  mission-critical
systems  and  in  some  cases  has  obtained  additional  information,   written
assurances  of  certification,  or test scripts.  In addition,  certain of these
third  parties  assisted the Company with  modifying  and testing the  Company's
systems,  and  participated in Street Wide Testing with the Company and with one
another.  To date,  no  mission-critical  third-party  supplier has informed the
Company that it would not be Year 2000  compliant by the millenium  date nor has
the Company's testing with third parties revealed any significant non-compliance
issues. Such communication with mission-critical  third-parties will continue as
the  Company  proceeds  with its Year  2000  project,  and into the Year 2000 to
monitor system functions.

Cost Estimates. The total estimated costs through March 2000 associated with the
Year 2000  project  are  expected  to be between  $50  million  to $60  million,
including an  unallocated  reserve.  These  estimated  costs  consist  mainly of
internal and third-party  labor costs which are expensed as incurred.  The total
amount  expended on the  project  through  May 31,  1999 was  approximately  $31
million.  The  Company's  estimate of the total costs to complete  the Year 2000
project will continue to be refined in future periods. The Company believes that
its existing  liquid assets,  together with expected cash flow from  operations,
combined with its borrowing  capacity under existing  credit  facilities will be
sufficient to fund anticipated expenditures.

Contingency  Planning.  Extensive  preparation  efforts cannot guarantee a total
absence of Year 2000  problems.  Therefore,  the Company  continues  to develop,
exercise,  and  integrate  comprehensive  worldwide  contingency  plans which it
currently expects to be completed and in place by September,  1999.  Through the
Company's continued participation in industry-wide testing,  communications with
third parties,  and use of business  continuity  planning  specialists and other
consultants,  the Company seeks to identify areas of potential  disruptions and,
to the  extent  possible,  to  minimize  such  disruptions.  However,  it is not
possible  accurately to predict which internal or external  systems or utilities
may be affected worldwide, or the exact nature of all problems that might occur.

The  Company  has  created  a   worldwide   Year  2000   cross-over   team  with
representatives  from each  major  business  function.  The  cross-over  team is
preparing  processes to provide a rapid response to any  unanticipated  problems
that occur and will staff a Year 2000  command  center at year end.  In light of
the complexity of the Company's  business processes there are, in certain cases,
limited or no  alternatives  to some of its  mission-critical  systems or public
utilities.  While  redundant  systems and back-up power supplies are in place to
address  communication or power interruptions,  if certain public utilities fail
in multiple  locations or if  mission-critical  systems  fail,  there could be a
material  adverse impact upon the Company's  business,  financial  condition and
results of operations.  This is especially true if such outages or failures were
to extend  for a period of many days.  Similarly,  if the  systems of  important
third  parties  such  as  securities  transfer  agents,  stock  exchanges,  data
providers  or others  fail,  this could have a  material  adverse  effect on the
Company's business, financial condition and results of operations.
Non-IT Systems.  Other than third-party long distance  telephone and data lines,
and public utility electrical power, the Company's  business  operations are not
heavily dependent on non-IT components or systems such as elevators,  electrical
and  security  systems,  and  embedded  computer  chips in  devices  such as fax
machines and copiers. None of the Company's mission-critical systems is a non-IT
system.  Based upon the Company's  ongoing  assessment and information  received
from third  parties,  very few of the  Company's  non-IT  systems  will  require
remediation.  The only such  system  identified  to date as not being  Year 2000
compliant is the building  access system that the Company uses in certain of its
leased  properties.  The  Company  does not expect to  experience  any  material
effects  related to the Year 2000  compliance of non-IT systems unless there are
telephone  and data  line,  or  general  public  utility  problems,  beyond  the
Company's control.

Specific Risks  Associated  with the Year 2000. The Company's  ability to manage
Year 2000 issues is subject to uncertainties beyond its control that could cause
actual  results to differ  materially  from what has been discussed  above.  The
Company  could  become  subject  to legal  claims  in the event of any Year 2000
problem in the Company's business operations.  In addition,  the Company and its
subsidiaries  are subject to  regulation by various  domestic and  international
authorities  which could impose sanctions or fines or cause the Company to cease
certain  operations  in the event its  systems  are not Year 2000  compliant.  A
general  disruption in securities or capital markets,  or withdrawal of funds by
investors concerned about Year 2000 issues, could have a material adverse effect
upon the Company's business, financial condition and results of operations.

Factors that could  influence  the impact of the Year 2000  problem  include the
success of the Company in  identifying  systems and programs  that are affected.
Other   factors   include  the  nature  and  amount  of  testing,   remediation,
programming,  installation  and systems  work  required to upgrade or to replace
each of the affected programs or systems;  the rate,  magnitude and availability
of related labor and consulting  costs; the success of the Company in correcting
its  internal  systems and the success of the  Company's  external  partners and
suppliers in addressing their respective Year 2000 problems.

The failure of organizations  such as those mentioned above under "Third Parties
and Year 2000" to resolve their own issues with respect to the Year 2000 problem
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                     FRANKLIN RESOURCES, INC.
                     (Registrant)

Date: June 16, 1999  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Vice President