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 21, 1999
                                                          (April 20, 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>

<PAGE>

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

When used in this Form 8-K and in future filings by 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  implementation  and  completion of the phases of the
Company's  Year 2000 plan;  projections  of  expenditures  and  financial  items
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.

Information  contained  in  this  section  regarding  the  Company's  Year  2000
preparations is provided as of April 20, 1999, unless otherwise stated.  Because
the Year 2000  project is an  ongoing  Company-wide  endeavor,  the state of the
Company's progress changes daily.

The Company's mission-critical  securities trading systems, portfolio accounting
systems,  customer service systems,  general ledger systems,  and several of its
international and domestic transfer agency systems,  have been certified as Year
2000 compliant and are operating in production.  The Company intends to have all
but one of its  remaining  mission-critical  systems,  a  replacement  sales and
marketing system, certified by June 1, 1999.

The Company  participated  in the Securities  Industry  Association  "Streetwide
Testing" which ended on April 17, 1999. This testing was successful and revealed
no significant problems in the Company's systems. Due to the use of its domestic
transfer agency system during Streetwide Testing, the Company delayed completion
of some of its Year 2000 certification efforts on that system.

The Company  has now  resumed  certification  testing of the  domestic  transfer
agency  system and expects  such  testing  will be finished in the near  future.
Successful  tests have been completed on certain  primary  processes such as the
establishment of new accounts and transactions  which cross the century line. No
material  problems have been  encountered to date in the remediation and testing
of the system.

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.

                                       <PAGE 2>
<PAGE>

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 and further prioritizes information
technology  ("IT")  systems  in  general  over  non-IT  systems.  The  following
percentages refer only to mission-critical IT systems.


      Phase of          % of Mission
      Project           Critical Complete
     --------------------------------------
      Assessment          100%
      Remediation          97%
      Testing              85%
      Implementation       85%

The non  mission-critical  systems of the Company are either  maintained  by the
Company's  Information  Systems & Technology ("IS&T") department or are end-user
maintained systems.  These systems are prioritized as "high",  "medium" or "low"
in the Company's Year 2000 plan. The IS&T systems have been given high priority,
while the end user systems  have been given lower  priorities.  The  percentages
below include only the IS&T-managed  systems.  Additional  systems were added to
the pool of  non-mission  critical  systems  during the quarter  ended March 31,
1999,  causing  the  Remediation  completion  percentage  to  drop  by  1%  from
previously reported figures.

      Phase of          % of Non Mission Critical
      Project           IS&T Systems Complete
      -------------------------------------------
      Assessment          100%
      Remediation          98%
      Testing              84%
      Implementation       79%


    
NON-IT  SYSTEMS.  Non-IT  systems  include  such items as  building  environment
controls and elevators,  electrical and security  systems,  public utility power
supplies,  phone company systems, and embedded computer chips in devices such as
fax machines and copiers.  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,  and 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  internal
building  security  system  that  the  Company  uses in  certain  of its  leased
properties. The Company has ordered a Year 2000 software upgrade from the vendor
of this system.  The Company does not expect to experience any material  effects
related to the Year 2000  compliance of non-IT  systems unless there are general
public utility problems beyond the Company's control.

                                   <PAGE 3>

THIRD  PARTIES AND YEAR 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of IT  systems  that are owned and
managed by third parties;  including  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 is in the process of validating  and reviewing
the responses received to date from these suppliers of mission-critical  systems
and in some cases is  seeking  additional  information,  written  assurances  of
certification,  or  test  scripts.  To  date,  no  mission-critical  third-party
supplier has  informed  the Company that it would not be Year 2000  compliant by
the millenium date.

COST ESTIMATES. The total estimated costs through March 2000 associated with the
Year  2000  project  range  from  $50  million  to  $60  million,  including  an
unallocated  reserve.  The  estimated  costs  consist  mainly  of  internal  and
third-party  labor  costs  which are  expensed  as  incurred.  The total  amount
expended on the project  through March 31, 1999 was  approximately  $26 million.
The  Company's  estimates  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.  The  Company  is  developing   comprehensive   worldwide
contingency plans, including  identification of those  mission-critical  systems
for which it is practical to develop a contingency  plan. The Company  currently
expects to have its  contingency  plans complete and in place by September 1999.
However,  in an  operation  as  complex  and  geographically  dispersed  as  the
Company's business there are, in certain cases,  limited 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
mission-critical  systems are not made Year 2000 compliant or 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.

The  Company's  contingency  plans are based on critical  processes  required to
support the Company's  worldwide  business  units,  linking  these  processes to
systems,  and providing  work-arounds  to mitigate the loss of such  systems.  A
software  planning  tool  has  been  employed  to  facilitate  the  creation  of
contingency plans. Business continuity planning specialists are assisting in the
contingency planning process in each of the Company's global business areas.

The Company has formed a Year 2000  cross-over  team with  representatives  from
each major business  function  around the globe,  including IS&T. The cross-over
team will  identify  what the Company must do before,  during and after the Year
2000 cross-over.  The Company's computer systems, including customer information
records,  are already  routinely  backed-up and the cross-over team is preparing
processes  to  address  any  unusual   occurrences  related  to  the  Year  2000
cross-over.
                               <PAGE 4>

<PAGE>

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 governmental 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.  Also, investors concerned
about the Year 2000  issues  could  withdraw  monies  from the  Company's  funds
resulting  in a decline in assets under  management  which 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 facts 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: April 21, 1999 /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Vice President


                                   <PAGE 5>
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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): April 21, 1999
                                                          (April 20, 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

When used in this Form 8-K and in future filings by 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  implementation  and  completion of the phases of the
Company's  Year 2000 plan;  projections  of  expenditures  and  financial  items
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.

Information  contained  in  this  section  regarding  the  Company's  Year  2000
preparations is provided as of April 20, 1999, unless otherwise stated.  Because
the Year 2000  project is an  ongoing  Company-wide  endeavor,  the state of the
Company's progress changes daily.

The Company's mission-critical  securities trading systems, portfolio accounting
systems,  customer service systems,  general ledger systems,  and several of its
international and domestic transfer agency systems,  have been certified as Year
2000 compliant and are operating in production.  The Company intends to have all
but one of its  remaining  mission-critical  systems,  a  replacement  sales and
marketing system, certified by June 1, 1999.

The Company  participated  in the Securities  Industry  Association  "Streetwide
Testing" which ended on April 17, 1999. This testing was successful and revealed
no significant problems in the Company's systems. Due to the use of its domestic
transfer agency system during Streetwide Testing, the Company delayed completion
of some of its Year 2000 certification efforts on that system.

The Company  has now  resumed  certification  testing of the  domestic  transfer
agency  system and expects  such  testing  will be finished in the near  future.
Successful  tests have been completed on certain  primary  processes such as the
establishment of new accounts and transactions  which cross the century line. No
material  problems have been  encountered to date in the remediation and testing
of the system.

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 and further prioritizes information
technology  ("IT")  systems  in  general  over  non-IT  systems.  The  following
percentages refer only to mission-critical IT systems.

      Phase of          % of Mission
      Project           Critical Complete
     --------------------------------------
      Assessment          100%
      Remediation          97%
      Testing              85%
      Implementation       85%

The non  mission-critical  systems of the Company are either  maintained  by the
Company's  Information  Systems & Technology ("IS&T") department or are end-user
maintained systems.  These systems are prioritized as "high",  "medium" or "low"
in the Company's Year 2000 plan. The IS&T systems have been given high priority,
while the end user systems  have been given lower  priorities.  The  percentages
below include only the IS&T-managed  systems.  Additional  systems were added to
the pool of  non-mission  critical  systems  during the quarter  ended March 31,
1999,  causing  the  Remediation  completion  percentage  to  drop  by  1%  from
previously reported figures.

      Phase of          % of Non Mission Critical
      Project           IS&T Systems Complete
      -------------------------------------------
      Assessment          100%
      Remediation          98%
      Testing              84%
      Implementation       79%

    
NON-IT  SYSTEMS.  Non-IT  systems  include  such items as  building  environment
controls and elevators,  electrical and security  systems,  public utility power
supplies,  phone company systems, and embedded computer chips in devices such as
fax machines and copiers.  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,  and 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  internal
building  security  system  that  the  Company  uses in  certain  of its  leased
properties. The Company has ordered a Year 2000 software upgrade from the vendor
of this system.  The Company does not expect to experience any material  effects
related to the Year 2000  compliance of non-IT  systems unless there are general
public utility problems beyond the Company's control.
THIRD  PARTIES AND YEAR 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of IT  systems  that are owned and
managed by third parties;  including  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 is in the process of validating  and reviewing
the responses received to date from these suppliers of mission-critical  systems
and in some cases is  seeking  additional  information,  written  assurances  of
certification,  or  test  scripts.  To  date,  no  mission-critical  third-party
supplier has  informed  the Company that it would not be Year 2000  compliant by
the millenium date.

COST ESTIMATES. The total estimated costs through March 2000 associated with the
Year  2000  project  range  from  $50  million  to  $60  million,  including  an
unallocated  reserve.  The  estimated  costs  consist  mainly  of  internal  and
third-party  labor  costs  which are  expensed  as  incurred.  The total  amount
expended on the project  through March 31, 1999 was  approximately  $26 million.
The  Company's  estimates  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.  The  Company  is  developing   comprehensive   worldwide
contingency plans, including  identification of those  mission-critical  systems
for which it is practical to develop a contingency  plan. The Company  currently
expects to have its  contingency  plans complete and in place by September 1999.
However,  in an  operation  as  complex  and  geographically  dispersed  as  the
Company's business there are, in certain cases,  limited 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
mission-critical  systems are not made Year 2000 compliant or 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.

The  Company's  contingency  plans are based on critical  processes  required to
support the Company's  worldwide  business  units,  linking  these  processes to
systems,  and providing  work-arounds  to mitigate the loss of such  systems.  A
software  planning  tool  has  been  employed  to  facilitate  the  creation  of
contingency plans. Business continuity planning specialists are assisting in the
contingency planning process in each of the Company's global business areas.

The Company has formed a Year 2000  cross-over  team with  representatives  from
each major business  function  around the globe,  including IS&T. The cross-over
team will  identify  what the Company must do before,  during and after the Year
2000 cross-over.  The Company's computer systems, including customer information
records,  are already  routinely  backed-up and the cross-over team is preparing
processes  to  address  any  unusual   occurrences  related  to  the  Year  2000
cross-over.
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 governmental 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.  Also, investors concerned
about the Year 2000  issues  could  withdraw  monies  from the  Company's  funds
resulting  in a decline in assets under  management  which 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 facts 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: April 21, 1999 /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                     Vice President