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): January 14, 1999
                                                            (January 14, 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>


Item 5.      Other Events

Registrant is filing this Form 8-K in order to file a current press release.  By
this filing,  Registrant  is not  establishing  the practice of filing all press
releases in the future and may discontinue such filings at any time.

Item 7.      Financial Statements and Exhibits

(c)Exhibits

Exhibit "A" - Press  Release  issued on January 14, 1999 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: January 14, 1999  /s/ Leslie M. Kratter
                      ----------------------
                       LESLIE M. KRATTER
                       Vice President


<PAGE>




                                Exhibits


        A.  Press Release issued on January 14, 1999 by Franklin Resources, Inc.



<PAGE>



FROM:       Franklin Resources, Inc.
            Public Relations: Holly Gibson (650) 312-4701
            Investor Relations: Bijan Modanlou (650) 525-8900
            www.frk.com

                                                   For Immediate Release

         Franklin Resources Inc. Announces Restructuring Charge

     San Mateo,  CA, January 14, 1999 -- Franklin  Resources,  Inc. (NYSE:  BEN)
today said that it will take a one-time  restructuring  charge of  approximately
$58  million,  about  80% of which  will be taken in the first  fiscal  quarter.
Efficiencies  achieved through operational and systems consolidation are part of
a  larger  initiative  within  the  Company  to  create a lower  cost  operating
environment  while  constantly  improving  customer  service  and  focusing  the
Company's  resources on those activities which enhance shareholder value. Before
the charge,  the Company expects first fiscal quarter 1999 earnings per share in
the range of $0.39 to $0.42.

     "We are beginning to realize the operational  benefits of the completion of
the largest  shareholder  record keeping system  conversion in U.S.  mutual fund
history  in  September  1998.  We  believe  the  efficiencies   that  come  from
integrating  such aspects of our business will improve  service to our clients,"
explained Charles B. Johnson,  president and CEO. "While an uncertain market may
overshadow  the  impact  of  some  of  our  restructuring   initiatives  in  the
short-term,  the  implementation  of  various  operating  efficiencies  and  the
selective  refocusing  of  business  units  will  allow  us  to  strengthen  our
foundation for future growth in addition to maintaining a commitment to building
long-term shareholder value."

     As a result of these restructuring  efforts, the Company expects to achieve
annual  operating  expense  savings  exceeding $100 million at the completion of
these efforts  assuming a continuation of the current business  environment.  In
today's  market  conditions,  earnings  for the  balance of the fiscal  year are
expected to be comparable to pre-charge first fiscal quarter levels; results are
also  dependent  upon  world  market  conditions.   The  restructuring  involves
personnel reductions,  improved operational  efficiencies and revised priorities
surrounding business initiatives. Approximately 560 positions will be eliminated
from the  consolidation of regional  processing  centers and refocused  business
units,  representing  a net reduction of  approximately  7% of Franklin's  8,350
employees as of December 31, 1998.  Positions being  eliminated are primarily in
operational areas and are located  principally in the United States.  Investment
management areas remain unaffected by these personnel reductions.

     "We believe that the announced changes will allow Franklin Resources,  Inc.
to respond  effectively  to the  growing  challenges  faced by the  increasingly
competitive   investment   management  industry.   In  terms  of  the  immediate
environment,  we  will  continue  to  focus  on a  seamless  integration  of all
operational  activities  directly resulting in improved service. It is important
to note that our  recent  efforts  to lower the  Company's  expense  base  while
allocating  resources  to  activities  that  best  serve  our  clients  is not a
short-term effort but rather a permanent way of thinking," Johnson added. "These
efforts,  however, will not come at the expense of our investment performance or
our commitment to providing  superior  service to our clients both  domestically
and abroad."  Month-end  assets under  management by the Company's  subsidiaries
were $220.2  billion for the month ended  December 31, 1998,  compared to $222.6
billion  for the  preceding  month and $221.0  billion for the same month a year
ago.

 ASSETS UNDER MANAGEMENT


   (In billions)                          31-Dec-98         31-Dec-97
   -----------------------------------------------------------------------------

   Franklin Templeton Group:
    Equity:
       Global/international  <F1>            $ 92.8            $ 98.3
       Domestic (U.S.)                         37.4              37.6
   -----------------------------------------------------------------------------
                                              130.2             135.9
   -----------------------------------------------------------------------------

    Hybrid funds <F2>                          14.5              14.9

    Fixed income:
       Tax-free                                50.9              47.0
       Taxable:
          Domestic (primarily US Govt.)        16.0              15.5
            Global/international <F1>           4.0               3.8
   -----------------------------------------------------------------------------
                                               70.9              66.3
   -----------------------------------------------------------------------------

    Money funds                                 4.6               3.9

    ============================================================================
       Total Franklin Templeton             $ 220.2           $ 221.0
       Group
    ============================================================================


<F1> Global funds invest in  securities  traded  worldwide  including  U.S.
 securities.

<F2> Hybrid funds include asset allocation,  balanced, flexible and income-mixed
 funds as defined by the Investment  Company  Institute.  Previously these funds
 had been included primarily in the equity category.

     It is anticipated that full results for the quarter ended December 31, 1998
will be  announced  on January 21, 1999 before the opening of the New York Stock
Exchange.

     Franklin   Resources,   Inc.   provides  global  and  domestic   investment
management,  shareholder  and  distribution  services to the Franklin  Templeton
mutual funds and institutional accounts in over 100 different nations worldwide.
Franklin's headquarters are located at 777 Mariners Island Blvd., San Mateo, CA.
------------------------------

     Forward-Looking  Statements  and  Risk  Factors:  When  used in this  press
release and in oral statements made with the approval of an authorized executive
officer,  the  words or  phrases  "will  likely  result",  "expects  to",  "will
continue",  "will incur", "will improve", "will implement",  "will allow", "will
be taken", "we believe", "is anticipated",  "estimate",  "project" or variations
of  such   expressions   or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical earnings and those presently anticipated or projected.  Risks include
changes in: the Company's ability to achieve projected restructuring  initiative
and annual cost savings and  operating  efficiencies;  the level of assets under
management;  general economic and market  conditions (both domestic and global);
estimated earnings,  changes in interest rates and/or inflation rates; the level
of fund  sales  and  redemptions;  competition  within  the  financial  services
industry;  and the  other  risks  detailed  from  time to time in the  Company's
Securities and Exchange Commission reports,  including,  but not limited to, the
Annual Report on Form 10-K for the year ended September 30, 1998.

     The Company will not undertake and specifically  declines any obligation to
release  publicly  any data or  information,  the  result of which,  might be to
revise any  forward-looking  statements to reflect events or circumstances after
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

                                     # # #
[{"type": "8-K", "sequence": "1", "description": "PRESS RELEASE", "secsgml_size_bytes": 10201}]
{"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": "99506471"}, "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): January 14, 1999
                                                            (January 14, 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 this Form 8-K in order to file a current press release.  By
this filing,  Registrant  is not  establishing  the practice of filing all press
releases in the future and may discontinue such filings at any time.

Item 7.      Financial Statements and Exhibits

(c)Exhibits

Exhibit "A" - Press  Release  issued on January 14, 1999 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: January 14, 1999  /s/ Leslie M. Kratter
                      ----------------------
                       LESLIE M. KRATTER
                       Vice President
Exhibits

        A.  Press Release issued on January 14, 1999 by Franklin Resources, Inc.
FROM:       Franklin Resources, Inc.
            Public Relations: Holly Gibson (650) 312-4701
            Investor Relations: Bijan Modanlou (650) 525-8900
            www.frk.com

                                                   For Immediate Release

         Franklin Resources Inc. Announces Restructuring Charge

     San Mateo,  CA, January 14, 1999 -- Franklin  Resources,  Inc. (NYSE:  BEN)
today said that it will take a one-time  restructuring  charge of  approximately
$58  million,  about  80% of which  will be taken in the first  fiscal  quarter.
Efficiencies  achieved through operational and systems consolidation are part of
a  larger  initiative  within  the  Company  to  create a lower  cost  operating
environment  while  constantly  improving  customer  service  and  focusing  the
Company's  resources on those activities which enhance shareholder value. Before
the charge,  the Company expects first fiscal quarter 1999 earnings per share in
the range of $0.39 to $0.42.

     "We are beginning to realize the operational  benefits of the completion of
the largest  shareholder  record keeping system  conversion in U.S.  mutual fund
history  in  September  1998.  We  believe  the  efficiencies   that  come  from
integrating  such aspects of our business will improve  service to our clients,"
explained Charles B. Johnson,  president and CEO. "While an uncertain market may
overshadow  the  impact  of  some  of  our  restructuring   initiatives  in  the
short-term,  the  implementation  of  various  operating  efficiencies  and  the
selective  refocusing  of  business  units  will  allow  us  to  strengthen  our
foundation for future growth in addition to maintaining a commitment to building
long-term shareholder value."

     As a result of these restructuring  efforts, the Company expects to achieve
annual  operating  expense  savings  exceeding $100 million at the completion of
these efforts  assuming a continuation of the current business  environment.  In
today's  market  conditions,  earnings  for the  balance of the fiscal  year are
expected to be comparable to pre-charge first fiscal quarter levels; results are
also  dependent  upon  world  market  conditions.   The  restructuring  involves
personnel reductions,  improved operational  efficiencies and revised priorities
surrounding business initiatives. Approximately 560 positions will be eliminated
from the  consolidation of regional  processing  centers and refocused  business
units,  representing  a net reduction of  approximately  7% of Franklin's  8,350
employees as of December 31, 1998.  Positions being  eliminated are primarily in
operational areas and are located  principally in the United States.  Investment
management areas remain unaffected by these personnel reductions.

     "We believe that the announced changes will allow Franklin Resources,  Inc.
to respond  effectively  to the  growing  challenges  faced by the  increasingly
competitive   investment   management  industry.   In  terms  of  the  immediate
environment,  we  will  continue  to  focus  on a  seamless  integration  of all
operational  activities  directly resulting in improved service. It is important
to note that our  recent  efforts  to lower the  Company's  expense  base  while
allocating  resources  to  activities  that  best  serve  our  clients  is not a
short-term effort but rather a permanent way of thinking," Johnson added. "These
efforts,  however, will not come at the expense of our investment performance or
our commitment to providing  superior  service to our clients both  domestically
and abroad."  Month-end  assets under  management by the Company's  subsidiaries
were $220.2  billion for the month ended  December 31, 1998,  compared to $222.6
billion  for the  preceding  month and $221.0  billion for the same month a year
ago.

 ASSETS UNDER MANAGEMENT

   (In billions)                          31-Dec-98         31-Dec-97
   -----------------------------------------------------------------------------

   Franklin Templeton Group:
    Equity:
       Global/international
$ 92.8            $ 98.3
       Domestic (U.S.)                         37.4              37.6
   -----------------------------------------------------------------------------
                                              130.2             135.9
   -----------------------------------------------------------------------------

    Hybrid funds
14.5              14.9

    Fixed income:
       Tax-free                                50.9              47.0
       Taxable:
          Domestic (primarily US Govt.)        16.0              15.5
            Global/international
4.0               3.8
   -----------------------------------------------------------------------------
                                               70.9              66.3
   -----------------------------------------------------------------------------

    Money funds                                 4.6               3.9

    ============================================================================
       Total Franklin Templeton             $ 220.2           $ 221.0
       Group
    ============================================================================
Global funds invest in  securities  traded  worldwide  including  U.S.
 securities.
Hybrid funds include asset allocation,  balanced, flexible and income-mixed
 funds as defined by the Investment  Company  Institute.  Previously these funds
 had been included primarily in the equity category.

     It is anticipated that full results for the quarter ended December 31, 1998
will be  announced  on January 21, 1999 before the opening of the New York Stock
Exchange.

     Franklin   Resources,   Inc.   provides  global  and  domestic   investment
management,  shareholder  and  distribution  services to the Franklin  Templeton
mutual funds and institutional accounts in over 100 different nations worldwide.
Franklin's headquarters are located at 777 Mariners Island Blvd., San Mateo, CA.
------------------------------

     Forward-Looking  Statements  and  Risk  Factors:  When  used in this  press
release and in oral statements made with the approval of an authorized executive
officer,  the  words or  phrases  "will  likely  result",  "expects  to",  "will
continue",  "will incur", "will improve", "will implement",  "will allow", "will
be taken", "we believe", "is anticipated",  "estimate",  "project" or variations
of  such   expressions   or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical earnings and those presently anticipated or projected.  Risks include
changes in: the Company's ability to achieve projected restructuring  initiative
and annual cost savings and  operating  efficiencies;  the level of assets under
management;  general economic and market  conditions (both domestic and global);
estimated earnings,  changes in interest rates and/or inflation rates; the level
of fund  sales  and  redemptions;  competition  within  the  financial  services
industry;  and the  other  risks  detailed  from  time to time in the  Company's
Securities and Exchange Commission reports,  including,  but not limited to, the
Annual Report on Form 10-K for the year ended September 30, 1998.

     The Company will not undertake and specifically  declines any obligation to
release  publicly  any data or  information,  the  result of which,  might be to
revise any  forward-looking  statements to reflect events or circumstances after
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

                                     # # #