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):  August 1,2000
                                                          (July 26, 2000)

                            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>

Item 5.         OTHER EVENTS

Franklin Resources, Inc. (the "Registrant") announced on July 26, 2000, that its
Ontario   incorporated,   Canadian  subsidiary,   Templeton  Management  Limited
("Templeton")  and  Templeton's  newly-formed   wholly-owned   subsidiary,   FTI
Acquisition  Inc.  ("FTI  Acquisition"),  had  entered  into an  agreement  (the
"Agreement"),  attached as Exhibit 2.1,  with  Bissett &  Associates  Investment
Management  Ltd.,  an  Alberta  incorporated,  Canadian  corporation,  based  in
Calgary ("Bissett") pursuant to which the Registrant,  through FTI Acquisition,
will make an offer to the  shareholders  of Bissett to acquire all of the issued
and outstanding common shares (the "Shares") of Bissett (the "Offer").

The Offer for the Shares  will be made at $20.50 per  Share(CND)  ($US 13.99) in
cash.  Based on  approximately  7 million  fully-diluted  Shares and transaction
costs, the transaction is valued at  approximately  $US 98 million ($143 million
(CND)). In addition, prior to the consummation of the transaction,  Bissett will
pay a special dividend to Bissett shareholders from Bissett retained earnings of
CDN  $0.48  per  Share.  The Offer  has the  unanimous  support  of the board of
directors of Bissett.

Pursuant to the  Agreement,  Bissett  has agreed  that it will not,  directly or
indirectly, solicit or initiate any inquiries,  discussions or negotiations with
any third party with  respect to any  acquisition  proposal  involving  Bissett.
Bissett may, in certain circumstances, if the transaction were not completed, be
required  to pay a  non-completion  fee in the amount of $US 1.9  million  ($2.8
million (CND)).  The formal Offer associated with the transaction is expected to
be mailed to Bissett's shareholders on or before August 15, 2000. The Offer will
be subject to various  conditions,  including a minimum of approximately  67% of
the Shares being tendered to the Offer.

FTI  Acquisition   has  also  entered  into  lock-up   agreements  with  certain
shareholders  of Bissett,  which are attached as Exhibits 2.2, 2.3, 2.4 and 2.5.
Pursuant to the lock-up  agreements,  holders of approximately 67% of the Shares
have agreed to tender  their  holdings  of the Shares to the Offer.  The lock-up
agreements  may be  terminated  by such  shareholders  only in  certain  limited
circumstances.

In addition,  Templeton has entered into  employment  agreements with certain of
Bissett's key employees,  non-competition  agreements  with certain of Bissett's
directors  and has  agreed to enter  into an escrow  agreement  (attached  as an
exhibit to the  lock-up  agreements)  with  certain  principal  shareholders  of
Bissett.  In connection with such lock-up and escrow agreements,  certain of the
parties thereto have agreed to invest 30% of the proceeds from the sale of their
holdings  of the Shares  $US  16,907,000  ($24,775,890  (CND)) for five years in
Bissett  and (if they so elect)  Templeton  mutual  funds on a reducing  balance
basis.

The obligations of Registrant and FTI Acquisition  under the Agreement,  and the
Offer to be made pursuant  thereto,  are subject to the satisfaction of a number
of conditions  including the receipt of all applicable  regulatory  approvals as
well as other customary conditions.

The purchase price for the Shares will be funded through Registrant's  available
cash.

Bissett provides investment advisory services throughout Canada to a broad range
of clients  including:  institutional  clients such as pension and other savings
plans of corporations, municipalities,  universities, endowments, and charitable
foundations;  mutual funds and pooled trusts  including  Bissett's own family of
retail mutual funds as well as third party mutual funds;  and private clients of
both Bissett and other financial  institutions.  Bissett had approximately  $5.5
billion (CND) ($US 3.8 billion) under management as of June 30, 2000.

Registrant's press release is also attached as Exhibit 99.


Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  EXHIBITS. The following exhibits are filed as part of the report:

      Exhibit 2.1    Acquisition Agreement dated July 26, 2000 among Franklin
                     Resources, Inc. and FTI Acquisition and Bissett &
                     Associates Investment Management, Ltd.

      Exhibit 2.2    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Belmont Capital Management, and David A.
                     Bissett.

      Exhibit 2.3    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
                     Lazar, Frederick E. Pynn, and Michael A. Quinn.

      Exhibit 2.4    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.

      Exhibit 2.5    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.

      Exhibit 99     Press Release issued on July 26, 2000 by Franklin
                     Resources, Inc.
<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: August 1, 2000  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Senior Vice President



<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.               DESCRIPTION


      Exhibit 2.1    Acquisition Agreement dated July 26, 2000 among Franklin
                     Resources, Inc. and FTI Acquisition and Bissett &
                     Associates Investment Management, Ltd.

      Exhibit 2.2    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Belmont Capital Management, and David A.
                     Bissett.

      Exhibit 2.3    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
                     Lazar, Frederick E. Pynn, and Michael A. Quinn.

      Exhibit 2.4    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.

      Exhibit 2.5    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.

      Exhibit 99     Press Release issued on July 26, 2000 by Franklin
                     Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FRANKLIN RESOURCES, INC. FORM 8-K", "secsgml_size_bytes": 8013}]
{"company-data": {"conformed-name": "FRANKLIN RESOURCES INC", "cik": "0000038777", "assigned-sic": "6282", "irs-number": "132670991", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09318", "film-number": "683454"}, "business-address": {"street1": "777 MARINERS ISLAND BLVD", "street2": "6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6503123000"}, "mail-address": {"street1": "FRANKLIN RESOURCES INC", "street2": "901 MARINERS ISLAND BLVD 6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
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):  August 1,2000
                                                          (July 26, 2000)

                            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

Franklin Resources, Inc. (the "Registrant") announced on July 26, 2000, that its
Ontario   incorporated,   Canadian  subsidiary,   Templeton  Management  Limited
("Templeton")  and  Templeton's  newly-formed   wholly-owned   subsidiary,   FTI
Acquisition  Inc.  ("FTI  Acquisition"),  had  entered  into an  agreement  (the
"Agreement"),  attached as Exhibit 2.1,  with  Bissett &  Associates  Investment
Management  Ltd.,  an  Alberta  incorporated,  Canadian  corporation,  based  in
Calgary ("Bissett") pursuant to which the Registrant,  through FTI Acquisition,
will make an offer to the  shareholders  of Bissett to acquire all of the issued
and outstanding common shares (the "Shares") of Bissett (the "Offer").

The Offer for the Shares  will be made at $20.50 per  Share(CND)  ($US 13.99) in
cash.  Based on  approximately  7 million  fully-diluted  Shares and transaction
costs, the transaction is valued at  approximately  $US 98 million ($143 million
(CND)). In addition, prior to the consummation of the transaction,  Bissett will
pay a special dividend to Bissett shareholders from Bissett retained earnings of
CDN  $0.48  per  Share.  The Offer  has the  unanimous  support  of the board of
directors of Bissett.

Pursuant to the  Agreement,  Bissett  has agreed  that it will not,  directly or
indirectly, solicit or initiate any inquiries,  discussions or negotiations with
any third party with  respect to any  acquisition  proposal  involving  Bissett.
Bissett may, in certain circumstances, if the transaction were not completed, be
required  to pay a  non-completion  fee in the amount of $US 1.9  million  ($2.8
million (CND)).  The formal Offer associated with the transaction is expected to
be mailed to Bissett's shareholders on or before August 15, 2000. The Offer will
be subject to various  conditions,  including a minimum of approximately  67% of
the Shares being tendered to the Offer.

FTI  Acquisition   has  also  entered  into  lock-up   agreements  with  certain
shareholders  of Bissett,  which are attached as Exhibits 2.2, 2.3, 2.4 and 2.5.
Pursuant to the lock-up  agreements,  holders of approximately 67% of the Shares
have agreed to tender  their  holdings  of the Shares to the Offer.  The lock-up
agreements  may be  terminated  by such  shareholders  only in  certain  limited
circumstances.

In addition,  Templeton has entered into  employment  agreements with certain of
Bissett's key employees,  non-competition  agreements  with certain of Bissett's
directors  and has  agreed to enter  into an escrow  agreement  (attached  as an
exhibit to the  lock-up  agreements)  with  certain  principal  shareholders  of
Bissett.  In connection with such lock-up and escrow agreements,  certain of the
parties thereto have agreed to invest 30% of the proceeds from the sale of their
holdings  of the Shares  $US  16,907,000  ($24,775,890  (CND)) for five years in
Bissett  and (if they so elect)  Templeton  mutual  funds on a reducing  balance
basis.

The obligations of Registrant and FTI Acquisition  under the Agreement,  and the
Offer to be made pursuant  thereto,  are subject to the satisfaction of a number
of conditions  including the receipt of all applicable  regulatory  approvals as
well as other customary conditions.

The purchase price for the Shares will be funded through Registrant's  available
cash.

Bissett provides investment advisory services throughout Canada to a broad range
of clients  including:  institutional  clients such as pension and other savings
plans of corporations, municipalities,  universities, endowments, and charitable
foundations;  mutual funds and pooled trusts  including  Bissett's own family of
retail mutual funds as well as third party mutual funds;  and private clients of
both Bissett and other financial  institutions.  Bissett had approximately  $5.5
billion (CND) ($US 3.8 billion) under management as of June 30, 2000.

Registrant's press release is also attached as Exhibit 99.

Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  EXHIBITS. The following exhibits are filed as part of the report:

      Exhibit 2.1    Acquisition Agreement dated July 26, 2000 among Franklin
                     Resources, Inc. and FTI Acquisition and Bissett &
                     Associates Investment Management, Ltd.

      Exhibit 2.2    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Belmont Capital Management, and David A.
                     Bissett.

      Exhibit 2.3    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
                     Lazar, Frederick E. Pynn, and Michael A. Quinn.

      Exhibit 2.4    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.

      Exhibit 2.5    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.

      Exhibit 99     Press Release issued on July 26, 2000 by Franklin
                     Resources, Inc.
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: August 1, 2000  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Senior Vice President
EXHIBIT INDEX

EXHIBIT NO.               DESCRIPTION

      Exhibit 2.1    Acquisition Agreement dated July 26, 2000 among Franklin
                     Resources, Inc. and FTI Acquisition and Bissett &
                     Associates Investment Management, Ltd.

      Exhibit 2.2    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Belmont Capital Management, and David A.
                     Bissett.

      Exhibit 2.3    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
                     Lazar, Frederick E. Pynn, and Michael A. Quinn.

      Exhibit 2.4    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.

      Exhibit 2.5    Lock-up Agreement dated July 26, 2000 among Franklin
                     Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.

      Exhibit 99     Press Release issued on July 26, 2000 by Franklin
                     Resources, Inc.