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): July 26, 1996
                                                     (July 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) 312-3000



 .......................................................................
     (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 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 July 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: July 26, 1996  /s/   Leslie M. Kratter
                           LESLIE M. KRATTER
                           Vice President


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



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

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



                         For Immediate Release

          Franklin Resources Announces Third Quarter Results

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

(NYSE:BEN) today reported earnings for the quarter and nine months

ended June 30, 1996.

     Charles B. Johnson, President of the diversified financial

services company, said net income for the quarter was $81.1 million

compared to $69.0 million a year ago and $75.2 million for the quarter

ended March 31, 1996.  Fully diluted earnings per share for the quarter

ended June 30, 1996 were $0.97 compared with $0.83 a year ago and $0.91

for the preceding quarter.  Operating revenues for the period were

$395.4 million compared to $319.8 million a year ago and $393.8 million

for the preceding quarter.

     Average fully diluted shares outstanding for the quarter were 83.4

million as compared to 83.0 million a year ago and 83.1 million for the

previous quarter.

     Net income for the nine months was $230.2 million compared to

$195.4 million for the same period a year ago.  Fully diluted earnings

per share was $2.76 per share compared to $2.35 per share a year ago.

Operating revenues for the nine months were $1,131.8 million compared

to $921.6 million a year ago.

     On June 25, 1996, Franklin Resources, Inc., Michael Price and

Heine Securities Corporation, the investment adviser to Mutual Series

Fund, announced they have agreed to a merger of the businesses of Heine

and Franklin.  The transaction must be approved by the board and

shareholders of Mutual Series Fund and is subject to the receipt of

other governmental regulatory approvals.

     The transaction has an aggregate value of approximately $610

million.  Heine Securities will receive $550 million in cash, along

with 1.1 million shares of Franklin Resources, Inc. common stock which

may not be disposed of for two years.  Heine will initially invest $150

million of the cash proceeds in Mutual Series Fund with a minimum

balance  of $100 million for five years.

     Heine Securities Corporation has approximately $17 billion under

its management as of June 30, 1996.  The results of  Heine Securities

Corporation and the assets under its management are not reflected in

the following financial data of Franklin Resources, Inc.

     Assets under management by the Company's subsidiaries were $147.6

billion compared with $125.9 billion this time last year and $141.4

billion in the preceding quarter.  Average assets under management

during the quarter were $144.7 billion compared with $122.8 billion

last year, and $139.1 billion in the preceding quarter.

     Franklin's headquarters are located at 777 Mariners Island Blvd.,

San Mateo, CA, 94404.




FRANKLIN RESOURCES, INC.                                               
Consolidated Income Statements                                         
(Dollar amounts in thousands                                             
except assets under management                                         
and per share data
                                      Three months         Nine months
                                          ended               ended
                                         June 30             June 30
                                    1996      1995      1996       1995
Operating revenues:                                                    
Investment management fees      $227,633  $187,114  $644,604   $534,270
Underwriting and distribution                                          
fees                             143,649   115,691   415,595    331,630
Transfer, trust & related fees    23,569    16,747    67,589     48,210
Banking/finance, net & other         551       274     4,029      7,460
                                                                      
Total operating revenues         395,402   319,826 1,131,817    921,570
                                                                       
Operating expenses:                                                    
Underwriting and distribution    144,137   107,108   409,369    300,838
General & administrative         121,380    98,097   349,556    279,438
Selling                           18,118    15,229    50,929     53,350
Goodwill amortization              4,529     4,582    13,900     13,792
                                                                       
Total operating expenses         288,164   225,016   823,754    647,418
                                                                       
Operating income                 107,238    94,810   308,063    274,152
                                                                       
Other income (expense):                                                
Investment and other income       16,611     9,140    37,265     21,166
Interest expense                  (2,782)   (2,874)   (8,824)    (9,177)
                                                                       
Other income (expense), net       13,829     6,266    28,441     11,989
                                                                       
Income before taxes on income    121,067   101,076   336,504    286,141
Taxes on income                   40,001    32,047   106,275     90,768
                                                                       
Net income                       $81,066   $69,029  $230,229   $195,373
                                                                       
Earnings per share:                                                    
     Primary                       $0.98     $0.84     $2.77      $2.36
     Fully diluted                 $0.97     $0.83     $2.76      $2.35
                                                                       
Dividends per share                $0.11     $0.10     $0.33      $0.30
                                                                       
Average shares outstanding                                             
(in thousands):
     Primary                      83,032    82,540    83,235     82,830
     Fully diluted                83,365    82,980    83,521     83,269
                                                                       
Assets under management                                                
(in millions):
     End of period              $147,604  $125,888   147,604   $125,888
     Average for period         $144,653  $122,769  $138,626   $118,869
                                                                       
Note: Certain amounts in prior periods have been reclassified to
correspond to the current period presentation.


<TABLE>                                                                          
FRANKLIN RESOURCES, INC.                                                         
Consolidated Income                                                              
Statements
(Dollar amounts in thousands                                               
except assets under manage-                                                  
ment and per share data
<CAPTION>                         
                                           For the three months ended       
                              30-Jun-96 31-Mar-96 31-Dec-95   30-Sep-95 30-Jun-95
<S>                            <C>       <C>        <C>        <C>       <C>
                                                                            
                                                                         
Operating revenues:                                                              
Investment management fees     $227,633  $215,336   $201,635   $196,982  $187,114
Underwriting and                                                                 
distribution fees               143,649   152,910    119,036    117,511   115,691
Transfer, trust & related                                                        
fees                             23,569    22,631     21,389     20,491    16,747
Banking/finance, net & other        551     2,924        554      1,243       274
                                                                                 
Total operating revenues        395,402   393,801    342,614    336,227   319,826
                                                                                 
Operating expenses:                                                              
Underwriting and                                                                 
distribution fees               144,137   149,171    116,061    111,156   107,108
General & administrative        121,380   121,122    107,054    109,781    98,097
Selling                          18,118    17,286     15,525     16,788    15,229
Goodwill amortization             4,529     4,530      4,841      4,513     4,582
                                                                                 
Total operating expenses        288,164   292,109    243,481    242,238   225,016
                                                                                 
Operating income                107,238   101,692     99,133     93,989    94,810
                                                                                 
Other income (expense):                                                          
Investment and other income      16,611     9,989     10,665      8,508     9,140
Interest expense                 (2,782)   (3,419)    (2,623)    (1,983)   (2,874)
                                                                                 
Other income (expense), net      13,829     6,570      8,042      6,525     6,266
                                                                                 
Income before taxes on                                                           
income                          121,067   108,262    107,175    100,514   101,076
Taxes on income                  40,001    33,050     33,224     26,942    32,047
                                                                                 
Net income                     $ 81,066  $ 75,212   $ 73,951   $ 73,572  $ 69,029
                                                                                 
Earnings per share:                                                              
 Primary                          $0.98     $0.91      $0.89      $0.89     $0.84
 Fully diluted                    $0.97     $0.91      $0.89      $0.88     $0.83
                                                                                 
Dividends per share               $0.11     $0.11      $0.11      $0.10     $0.10
                                                                                 
Average shares outstanding                                                       
(in thousands):
 Primary                         83,032    82,918     83,519     82,814    82,540
 Fully diluted                   83,365    83,065     83,533     83,731    82,980
                                                                                 
Assets under management                                                       
(in millions):
 End of period                 $147,604  $141,437   $135,113   $130,837  $125,888
 Average for period            $144,653  $139,086   $132,140   $128,676  $122,769

                                                                                
Note: Certain amounts in prior periods have been reclassified to correspond to
the current period presentation.

</TABLE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 14455}]
{"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": "96599399"}, "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): July 26, 1996
                                                     (July 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) 312-3000

 .......................................................................
     (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 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 July 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: July 26, 1996  /s/   Leslie M. Kratter
                           LESLIE M. KRATTER
                           Vice President

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

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

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

                         For Immediate Release

          Franklin Resources Announces Third Quarter Results

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

(NYSE:BEN) today reported earnings for the quarter and nine months

ended June 30, 1996.

     Charles B. Johnson, President of the diversified financial

services company, said net income for the quarter was $81.1 million

compared to $69.0 million a year ago and $75.2 million for the quarter

ended March 31, 1996.  Fully diluted earnings per share for the quarter

ended June 30, 1996 were $0.97 compared with $0.83 a year ago and $0.91

for the preceding quarter.  Operating revenues for the period were

$395.4 million compared to $319.8 million a year ago and $393.8 million

for the preceding quarter.

     Average fully diluted shares outstanding for the quarter were 83.4

million as compared to 83.0 million a year ago and 83.1 million for the

previous quarter.

     Net income for the nine months was $230.2 million compared to

$195.4 million for the same period a year ago.  Fully diluted earnings

per share was $2.76 per share compared to $2.35 per share a year ago.

Operating revenues for the nine months were $1,131.8 million compared

to $921.6 million a year ago.

     On June 25, 1996, Franklin Resources, Inc., Michael Price and

Heine Securities Corporation, the investment adviser to Mutual Series

Fund, announced they have agreed to a merger of the businesses of Heine

and Franklin.  The transaction must be approved by the board and

shareholders of Mutual Series Fund and is subject to the receipt of

other governmental regulatory approvals.

     The transaction has an aggregate value of approximately $610

million.  Heine Securities will receive $550 million in cash, along

with 1.1 million shares of Franklin Resources, Inc. common stock which

may not be disposed of for two years.  Heine will initially invest $150

million of the cash proceeds in Mutual Series Fund with a minimum

balance  of $100 million for five years.

     Heine Securities Corporation has approximately $17 billion under

its management as of June 30, 1996.  The results of  Heine Securities

Corporation and the assets under its management are not reflected in

the following financial data of Franklin Resources, Inc.

     Assets under management by the Company's subsidiaries were $147.6

billion compared with $125.9 billion this time last year and $141.4

billion in the preceding quarter.  Average assets under management

during the quarter were $144.7 billion compared with $122.8 billion

last year, and $139.1 billion in the preceding quarter.

     Franklin's headquarters are located at 777 Mariners Island Blvd.,

San Mateo, CA, 94404.

FRANKLIN RESOURCES, INC.                                               
Consolidated Income Statements                                         
(Dollar amounts in thousands                                             
except assets under management                                         
and per share data
                                      Three months         Nine months
                                          ended               ended
                                         June 30             June 30
                                    1996      1995      1996       1995
Operating revenues:                                                    
Investment management fees      $227,633  $187,114  $644,604   $534,270
Underwriting and distribution                                          
fees                             143,649   115,691   415,595    331,630
Transfer, trust & related fees    23,569    16,747    67,589     48,210
Banking/finance, net & other         551       274     4,029      7,460
                                                                      
Total operating revenues         395,402   319,826 1,131,817    921,570
                                                                       
Operating expenses:                                                    
Underwriting and distribution    144,137   107,108   409,369    300,838
General & administrative         121,380    98,097   349,556    279,438
Selling                           18,118    15,229    50,929     53,350
Goodwill amortization              4,529     4,582    13,900     13,792
                                                                       
Total operating expenses         288,164   225,016   823,754    647,418
                                                                       
Operating income                 107,238    94,810   308,063    274,152
                                                                       
Other income (expense):                                                
Investment and other income       16,611     9,140    37,265     21,166
Interest expense                  (2,782)   (2,874)   (8,824)    (9,177)
                                                                       
Other income (expense), net       13,829     6,266    28,441     11,989
                                                                       
Income before taxes on income    121,067   101,076   336,504    286,141
Taxes on income                   40,001    32,047   106,275     90,768
                                                                       
Net income                       $81,066   $69,029  $230,229   $195,373
                                                                       
Earnings per share:                                                    
     Primary                       $0.98     $0.84     $2.77      $2.36
     Fully diluted                 $0.97     $0.83     $2.76      $2.35
                                                                       
Dividends per share                $0.11     $0.10     $0.33      $0.30
                                                                       
Average shares outstanding                                             
(in thousands):
     Primary                      83,032    82,540    83,235     82,830
     Fully diluted                83,365    82,980    83,521     83,269
                                                                       
Assets under management                                                
(in millions):
     End of period              $147,604  $125,888   147,604   $125,888
     Average for period         $144,653  $122,769  $138,626   $118,869
                                                                       
Note: Certain amounts in prior periods have been reclassified to
correspond to the current period presentation.

                                                                          
FRANKLIN RESOURCES, INC.                                                         
Consolidated Income                                                              
Statements
(Dollar amounts in thousands                                               
except assets under manage-                                                  
ment and per share data
For the three months ended       
                              30-Jun-96 31-Mar-96 31-Dec-95   30-Sep-95 30-Jun-95
Operating revenues:                                                              
Investment management fees     $227,633  $215,336   $201,635   $196,982  $187,114
Underwriting and                                                                 
distribution fees               143,649   152,910    119,036    117,511   115,691
Transfer, trust & related                                                        
fees                             23,569    22,631     21,389     20,491    16,747
Banking/finance, net & other        551     2,924        554      1,243       274
                                                                                 
Total operating revenues        395,402   393,801    342,614    336,227   319,826
                                                                                 
Operating expenses:                                                              
Underwriting and                                                                 
distribution fees               144,137   149,171    116,061    111,156   107,108
General & administrative        121,380   121,122    107,054    109,781    98,097
Selling                          18,118    17,286     15,525     16,788    15,229
Goodwill amortization             4,529     4,530      4,841      4,513     4,582
                                                                                 
Total operating expenses        288,164   292,109    243,481    242,238   225,016
                                                                                 
Operating income                107,238   101,692     99,133     93,989    94,810
                                                                                 
Other income (expense):                                                          
Investment and other income      16,611     9,989     10,665      8,508     9,140
Interest expense                 (2,782)   (3,419)    (2,623)    (1,983)   (2,874)
                                                                                 
Other income (expense), net      13,829     6,570      8,042      6,525     6,266
                                                                                 
Income before taxes on                                                           
income                          121,067   108,262    107,175    100,514   101,076
Taxes on income                  40,001    33,050     33,224     26,942    32,047
                                                                                 
Net income                     $ 81,066  $ 75,212   $ 73,951   $ 73,572  $ 69,029
                                                                                 
Earnings per share:                                                              
 Primary                          $0.98     $0.91      $0.89      $0.89     $0.84
 Fully diluted                    $0.97     $0.91      $0.89      $0.88     $0.83
                                                                                 
Dividends per share               $0.11     $0.11      $0.11      $0.10     $0.10
                                                                                 
Average shares outstanding                                                       
(in thousands):
 Primary                         83,032    82,918     83,519     82,814    82,540
 Fully diluted                   83,365    83,065     83,533     83,731    82,980
                                                                                 
Assets under management                                                       
(in millions):
 End of period                 $147,604  $141,437   $135,113   $130,837  $125,888
 Average for period            $144,653  $139,086   $132,140   $128,676  $122,769

                                                                                
Note: Certain amounts in prior periods have been reclassified to correspond to
the current period presentation.