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): April 26 1996
                                                     (April 25, 1996)
                                   
                                   
 ......................... 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..(415) 312-2000



 .......................................................................
     (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 earnings
press release.  By this filing, Registrant is not establishing the
practice of filing all earnings 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 April 25, 1996 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: April 26, 1996    /s/ Leslie M. Kratter
                            LESLIE M. KRATTER
                            Vice President


                                   
                                   
                               Exhibits
                                   
                                   
          A.       Press Release issued on April 25, 1996
                     by Franklin Resources, Inc.


FROM      Franklin Resources, Inc.
          Tel:  (415) 312-4701
          Contact:  Holly Gibson

          Howard J. Rubenstein Associates, Inc.
          Public Relations - Tel: (212) 843-8078
          Contact:  Tom Mariam



                         For Immediate Release

          Franklin Resources Announces Second Quarter Results

     San Mateo, CA, April 25, 1996 -- Franklin Resources, Inc.

(NYSE:BEN) today reported unaudited earnings for the quarter and six

months ended March 31, 1996.

     Charles B. Johnson, President of the diversified financial

services company said net income for the quarter was $75.2 million

compared to $63.0 million a year ago and $74.0 million for the quarter

ended December 31, 1995.  Fully diluted earnings per share for the

quarter ended March 31, 1996 were $0.91 compared with $0.76 a year ago

and $0.89 for the preceding quarter.  Operating revenues for the period

were $244.6 million compared to $199.8 million a year ago and $226.6

million for the preceding quarter.

     Average fully diluted shares outstanding for the quarter were 83.1

million as compared to 82.9 million a year ago and 83.5 million for the

previous quarter.

     Net income for the six months was $149.2 million compared to

$126.3 million for the same period a year ago.  Fully diluted earnings

per share was $1.79 per share compared to $1.52 per share a year ago.

Operating revenues for the six months were $471.2 million compared to

$408.0 million a year ago.

     Assets under management by the Company's subsidiaries were $141.4

billion compared with $118.8 billion this time last year and $135.1

billion in the preceding quarter.  Average assets under management

during the quarter were $139.1 billion compared with $116.4 billion

last year, and $132.1 billion in the preceding quarter.



FRANKLIN RESOURCES, INC.                                           
Consolidated Income                                                
Statements
(Dollar amounts in                                                   
thousands except assets
under management and                                               
per share data.)                               
                                               
                                Three months         Six months
                                   ended               ended
                            ___________________ ___________________
                                  March 31            March 31
                            _________ _________ _________  _________
                                 1996      1995     1996       1995
                                _____     _____    _____      _____
Operating revenues:                                                
                                                                   
Investment management fees   $215,336  $172,582 $416,971   $347,156
                                                                   
Underwriting commissions,                                          
net                             3,739     9,096    6,714     22,209
                                                                   
Transfer, trust & related                                          
fees                           22,631    15,520   44,020     31,463
                                                                   
Banking/finance, net &                                             
other                           2,924     2,583    3,478      7,186
                            _________ _________ _________  _________
                                                                   
Total operating revenues      244,630   199,781  471,183    408,014
                            _________ _________ _________  _________
Operating expenses:                                                
                                                                   
General & administrative      121,122    85,003  228,176    181,340
                                                                   
Selling                        17,286    19,886   32,811     38,121
                                                                   
Goodwill amortization           4,530     4,640    9,371      9,210
                            _________ _________ _________  _________
                                                                   
Total operating expenses      142,938   109,529  270,358    228,671
                            _________ _________ _________  _________
                                                                   
Operating income              101,692    90,252  200,825    179,343
                            _________ _________ _________  _________
Other income (expense):                                            
                                                                   
Investment and other income     9,989     5,262   20,654     12,025
                                                                   
Interest expense               (3,419)   (2,880)  (6,042)    (6,303)
                            _________ _________ _________  _________
                                                                   
Other income (expense), net     6,570     2,382   14,612      5,722
                            _________ _________ _________  _________
                                                                   
Income before taxes on                                             
income                        108,262    92,634  215,437    185,065
                                                                   
Taxes on income                33,050    29,594   66,274     58,721
                            _________ _________ _________  _________
                                                                   
Net income                   $ 75,212  $ 63,040 $149,163   $126,344
                            ========= ========= =========  =========
                                                                   
Earnings per share:                                                
                                                                   
     Primary                    $0.91     $0.76    $1.79      $1.52
                                                                   
     Fully diluted              $0.91     $0.76    $1.79      $1.52
                                                                   
Dividends per share             $0.11     $0.10    $0.22      $0.20
                                                                   
Average shares outstanding                                         
(in thousands):
                                                                   
     Primary                   82,918    82,710   83,120     82,824
                                                                   
     Fully diluted             83,065    82,878   83,305     82,991
                                                                   
Assets under management (in                                        
millions):
                                                                   
     End of period           $141,437  $118,788 $141,437   $118,788
                                                                   
     Average for period      $139,086  $116,436 $135,613   $116,386


<TABLE>                                                                                
FRANKLIN RESOURCES, INC.                                                               
Consolidated Income Statements                                                         
(Dollar amounts in thousands                                                              
except assets under management                                                    
and per share data)                     
<CAPTION>                               
                                               For the three months ended         
                                             _______________________________      
                                   31-Mar-96 31-Dec-95   30-Sep-95 30-Jun-95 31-Mar-95
                                   __________ __________ __________ __________ __________
<S>                                 <C>        <C>        <C>       <C>        <C>
                                                                                    
Operating revenues:                                                                    
                                                                                       
Investment management fees          $215,336   $201,635   $196,982  $187,114   $172,582
                                                                                       
Underwriting commissions, net          3,739      2,975      6,355     8,583      9,096
                                                                                       
Transfer, trust & related fees        22,631     21,389     20,491    16,747     15,520
                                                                                       
Banking/finance, net & other           2,924        554      1,243       274      2,583
                                   __________ __________ __________ __________ __________
Total operating revenues             244,630    226,553    225,071   212,718    199,781
                                   __________ __________ __________ __________ __________
Operating expenses:                                                                    
                                                                                       
General & administrative             121,122    107,054    109,781    98,097     85,003
                                                                                       
Selling                               17,286     15,525     16,788    15,229     19,886
                                                                                       
Goodwill amortization                  4,530      4,841      4,513     4,582      4,640
                                   __________ __________ __________ __________ __________
                                                                                       
Total operating expenses             142,938    127,420    131,082   117,908    109,529
                                   __________ __________ __________ __________ __________
                                                                                       
Operating income                     101,692     99,133     93,989    94,810     90,252
                                   __________ __________ __________ __________ __________
Other income (expense):                                                                
                                                                                       
Investment and other income            9,989     10,665      8,508     9,140      5,262
                                                                                       
Interest expense                      (3,419)    (2,623)    (1,983)   (2,874)    (2,880)
                                   __________ __________ __________ __________ __________
                                                                                       
Other income (expense), net            6,570      8,042      6,525     6,266      2,382
                                   __________ __________ __________ __________ __________
                                                                                       
Income before taxes on income        108,262    107,175    100,514   101,076     92,634
                                                                                       
Taxes on income                       33,050     33,224     26,942    32,047     29,594
                                   __________ __________ __________ __________ __________
                                                                                       
Net income                          $ 75,212   $ 73,951   $ 73,572  $ 69,029   $ 63,040
                                   ========== ========== ========== ========== ==========
Earnings per share:                                                                    
                                                                                       
     Primary                           $0.91      $0.89      $0.89     $0.84      $0.76
                                                                                       
     Fully diluted                     $0.91      $0.89      $0.88     $0.83      $0.76
                                                                                       
Dividends per share                    $0.11      $0.11      $0.10     $0.10      $0.10
                                                                                       
Average shares outstanding (in                                                         
thousands):
                                                                                       
     Primary                          82,918     83,519     82,814    82,540     82,710
                                                                                       
     Fully diluted                    83,065     83,533     83,731    82,980     82,878
                                                                                       
Assets under management (in                                                            
millions):
                                                                                       
     End of period                  $141,437   $135,113   $130,837  $125,888   $118,788
                                                                                       
     Average for period             $139,086   $132,140   $128,676  $122,769   $116,436





</TABLE>
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{"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": "96551073"}, "business-address": {"street1": "777 MARINERS ISLAND BLVD", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4155703000"}}
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): April 26 1996
                                                     (April 25, 1996)
                                   
                                   
 ......................... 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..(415) 312-2000

 .......................................................................
     (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 earnings
press release.  By this filing, Registrant is not establishing the
practice of filing all earnings 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 April 25, 1996 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: April 26, 1996    /s/ Leslie M. Kratter
                            LESLIE M. KRATTER
                            Vice President

                                   
                                   
                               Exhibits
                                   
                                   
          A.       Press Release issued on April 25, 1996
                     by Franklin Resources, Inc.

FROM      Franklin Resources, Inc.
          Tel:  (415) 312-4701
          Contact:  Holly Gibson

          Howard J. Rubenstein Associates, Inc.
          Public Relations - Tel: (212) 843-8078
          Contact:  Tom Mariam

                         For Immediate Release

          Franklin Resources Announces Second Quarter Results

     San Mateo, CA, April 25, 1996 -- Franklin Resources, Inc.

(NYSE:BEN) today reported unaudited earnings for the quarter and six

months ended March 31, 1996.

     Charles B. Johnson, President of the diversified financial

services company said net income for the quarter was $75.2 million

compared to $63.0 million a year ago and $74.0 million for the quarter

ended December 31, 1995.  Fully diluted earnings per share for the

quarter ended March 31, 1996 were $0.91 compared with $0.76 a year ago

and $0.89 for the preceding quarter.  Operating revenues for the period

were $244.6 million compared to $199.8 million a year ago and $226.6

million for the preceding quarter.

     Average fully diluted shares outstanding for the quarter were 83.1

million as compared to 82.9 million a year ago and 83.5 million for the

previous quarter.

     Net income for the six months was $149.2 million compared to

$126.3 million for the same period a year ago.  Fully diluted earnings

per share was $1.79 per share compared to $1.52 per share a year ago.

Operating revenues for the six months were $471.2 million compared to

$408.0 million a year ago.

     Assets under management by the Company's subsidiaries were $141.4

billion compared with $118.8 billion this time last year and $135.1

billion in the preceding quarter.  Average assets under management

during the quarter were $139.1 billion compared with $116.4 billion

last year, and $132.1 billion in the preceding quarter.

FRANKLIN RESOURCES, INC.                                           
Consolidated Income                                                
Statements
(Dollar amounts in                                                   
thousands except assets
under management and                                               
per share data.)                               
                                               
                                Three months         Six months
                                   ended               ended
                            ___________________ ___________________
                                  March 31            March 31
                            _________ _________ _________  _________
                                 1996      1995     1996       1995
                                _____     _____    _____      _____
Operating revenues:                                                
                                                                   
Investment management fees   $215,336  $172,582 $416,971   $347,156
                                                                   
Underwriting commissions,                                          
net                             3,739     9,096    6,714     22,209
                                                                   
Transfer, trust & related                                          
fees                           22,631    15,520   44,020     31,463
                                                                   
Banking/finance, net &                                             
other                           2,924     2,583    3,478      7,186
                            _________ _________ _________  _________
                                                                   
Total operating revenues      244,630   199,781  471,183    408,014
                            _________ _________ _________  _________
Operating expenses:                                                
                                                                   
General & administrative      121,122    85,003  228,176    181,340
                                                                   
Selling                        17,286    19,886   32,811     38,121
                                                                   
Goodwill amortization           4,530     4,640    9,371      9,210
                            _________ _________ _________  _________
                                                                   
Total operating expenses      142,938   109,529  270,358    228,671
                            _________ _________ _________  _________
                                                                   
Operating income              101,692    90,252  200,825    179,343
                            _________ _________ _________  _________
Other income (expense):                                            
                                                                   
Investment and other income     9,989     5,262   20,654     12,025
                                                                   
Interest expense               (3,419)   (2,880)  (6,042)    (6,303)
                            _________ _________ _________  _________
                                                                   
Other income (expense), net     6,570     2,382   14,612      5,722
                            _________ _________ _________  _________
                                                                   
Income before taxes on                                             
income                        108,262    92,634  215,437    185,065
                                                                   
Taxes on income                33,050    29,594   66,274     58,721
                            _________ _________ _________  _________
                                                                   
Net income                   $ 75,212  $ 63,040 $149,163   $126,344
                            ========= ========= =========  =========
                                                                   
Earnings per share:                                                
                                                                   
     Primary                    $0.91     $0.76    $1.79      $1.52
                                                                   
     Fully diluted              $0.91     $0.76    $1.79      $1.52
                                                                   
Dividends per share             $0.11     $0.10    $0.22      $0.20
                                                                   
Average shares outstanding                                         
(in thousands):
                                                                   
     Primary                   82,918    82,710   83,120     82,824
                                                                   
     Fully diluted             83,065    82,878   83,305     82,991
                                                                   
Assets under management (in                                        
millions):
                                                                   
     End of period           $141,437  $118,788 $141,437   $118,788
                                                                   
     Average for period      $139,086  $116,436 $135,613   $116,386

                                                                                
FRANKLIN RESOURCES, INC.                                                               
Consolidated Income Statements                                                         
(Dollar amounts in thousands                                                              
except assets under management                                                    
and per share data)
For the three months ended         
                                             _______________________________      
                                   31-Mar-96 31-Dec-95   30-Sep-95 30-Jun-95 31-Mar-95
                                   __________ __________ __________ __________ __________
Operating revenues:                                                                    
                                                                                       
Investment management fees          $215,336   $201,635   $196,982  $187,114   $172,582
                                                                                       
Underwriting commissions, net          3,739      2,975      6,355     8,583      9,096
                                                                                       
Transfer, trust & related fees        22,631     21,389     20,491    16,747     15,520
                                                                                       
Banking/finance, net & other           2,924        554      1,243       274      2,583
                                   __________ __________ __________ __________ __________
Total operating revenues             244,630    226,553    225,071   212,718    199,781
                                   __________ __________ __________ __________ __________
Operating expenses:                                                                    
                                                                                       
General & administrative             121,122    107,054    109,781    98,097     85,003
                                                                                       
Selling                               17,286     15,525     16,788    15,229     19,886
                                                                                       
Goodwill amortization                  4,530      4,841      4,513     4,582      4,640
                                   __________ __________ __________ __________ __________
                                                                                       
Total operating expenses             142,938    127,420    131,082   117,908    109,529
                                   __________ __________ __________ __________ __________
                                                                                       
Operating income                     101,692     99,133     93,989    94,810     90,252
                                   __________ __________ __________ __________ __________
Other income (expense):                                                                
                                                                                       
Investment and other income            9,989     10,665      8,508     9,140      5,262
                                                                                       
Interest expense                      (3,419)    (2,623)    (1,983)   (2,874)    (2,880)
                                   __________ __________ __________ __________ __________
                                                                                       
Other income (expense), net            6,570      8,042      6,525     6,266      2,382
                                   __________ __________ __________ __________ __________
                                                                                       
Income before taxes on income        108,262    107,175    100,514   101,076     92,634
                                                                                       
Taxes on income                       33,050     33,224     26,942    32,047     29,594
                                   __________ __________ __________ __________ __________
                                                                                       
Net income                          $ 75,212   $ 73,951   $ 73,572  $ 69,029   $ 63,040
                                   ========== ========== ========== ========== ==========
Earnings per share:                                                                    
                                                                                       
     Primary                           $0.91      $0.89      $0.89     $0.84      $0.76
                                                                                       
     Fully diluted                     $0.91      $0.89      $0.88     $0.83      $0.76
                                                                                       
Dividends per share                    $0.11      $0.11      $0.10     $0.10      $0.10
                                                                                       
Average shares outstanding (in                                                         
thousands):
                                                                                       
     Primary                          82,918     83,519     82,814    82,540     82,710
                                                                                       
     Fully diluted                    83,065     83,533     83,731    82,980     82,878
                                                                                       
Assets under management (in                                                            
millions):
                                                                                       
     End of period                  $141,437   $135,113   $130,837  $125,888   $118,788
                                                                                       
     Average for period             $139,086   $132,140   $128,676  $122,769   $116,436