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 7, 1995
                                   
                                   
                                   
...................... 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

An  exhibit  is  filed herewith in connection  with  the
Registration Statement on Form S-3, as amended, filed by
Franklin Resources, Inc. ("FRI") with the Securities and
Exchange  Commission  for  the  registration   of   debt
securities (No. 33-53147).  The exhibit consists of  the
computation  of ratios of earnings to fixed charges  for
the  past  five  fiscal years and for  the  three  month
period ended December 31, 1994, which is incorporated by
reference into such Registration Statement.


Item 7. Financial Statements and Exhibits

(c)Exhibits

Exhibit "12" - Computation of ratios of earnings to fixed
charges.
                                                                      Exhibit 12
<TABLE>
<CAPTION>
                   COMPUTATION OF EARNINGS TO FIXED CHARGES

                                                                      
                     For Fiscal Years ending September 30,
                                       
(Dollars in thousands)             1994      1993      1992      1991      1990

<S>                            <C>       <C>       <C>       <C>       <C>
Income before taxes            $362,521  $274,398  $204,748  $162,719  $144,423
Add fixed charges:                                                    
   Interest expense              29,765    28,760     2,137        94        73
   Interest factor on rent        5,045     4,603     2,735     2,475     2,139
Total fixed charges              34,810    33,363     4,872     2,569     2,212
                                                                      
Earnings before fixed charges                                         
   and taxes on income         $397,331  $307,761  $209,620  $165,288  $146,635
                                                                      
Ratio of earnings to fixed                                            
   charges                         11.4       9.2      43.0      64.3      66.3
Note:  Fiscal year 1993 amounts have been revised to correspond to the income
statement reclassifications made in 1994.

                                                                      
<CAPTION>                                                             
For the three months ended December 31,

(Dollars in thousands)             1994      1993                     
<S>                             <C>       <C>                         
Income before taxes             $92,431   $89,135                     
Add fixed charges:                                                    
   Interest expense               7,087     8,055                     
   Interest factor on rent        1,492     1,331                     
Total fixed charges               8,579     9,386                     
                                                                      
Earnings before fixed charges                                         
   and taxes on income         $101,010   $98,521                     
                                                                      
Ratio of earnings to fixed                                            
   charges                         11.8      10.5                     

</TABLE>
                        SIGNATURE
                            
                            
       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 7, 1995        /s/  Leslie M. Kratter
                    LESLIE M. KRATTER,Vice President
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5496}]
{"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": "95527750"}, "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 7, 1995
                                   
                                   
                                   
...................... 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

An  exhibit  is  filed herewith in connection  with  the
Registration Statement on Form S-3, as amended, filed by
Franklin Resources, Inc. ("FRI") with the Securities and
Exchange  Commission  for  the  registration   of   debt
securities (No. 33-53147).  The exhibit consists of  the
computation  of ratios of earnings to fixed charges  for
the  past  five  fiscal years and for  the  three  month
period ended December 31, 1994, which is incorporated by
reference into such Registration Statement.

Item 7. Financial Statements and Exhibits

(c)Exhibits

Exhibit "12" - Computation of ratios of earnings to fixed
charges.
                                                                      Exhibit 12
COMPUTATION OF EARNINGS TO FIXED CHARGES

                                                                      
                     For Fiscal Years ending September 30,
                                       
(Dollars in thousands)             1994      1993      1992      1991      1990
Income before taxes            $362,521  $274,398  $204,748  $162,719  $144,423
Add fixed charges:                                                    
   Interest expense              29,765    28,760     2,137        94        73
   Interest factor on rent        5,045     4,603     2,735     2,475     2,139
Total fixed charges              34,810    33,363     4,872     2,569     2,212
                                                                      
Earnings before fixed charges                                         
   and taxes on income         $397,331  $307,761  $209,620  $165,288  $146,635
                                                                      
Ratio of earnings to fixed                                            
   charges                         11.4       9.2      43.0      64.3      66.3
Note:  Fiscal year 1993 amounts have been revised to correspond to the income
statement reclassifications made in 1994.
For the three months ended December 31,

(Dollars in thousands)             1994      1993
Income before taxes             $92,431   $89,135                     
Add fixed charges:                                                    
   Interest expense               7,087     8,055                     
   Interest factor on rent        1,492     1,331                     
Total fixed charges               8,579     9,386                     
                                                                      
Earnings before fixed charges                                         
   and taxes on income         $101,010   $98,521                     
                                                                      
Ratio of earnings to fixed                                            
   charges                         11.8      10.5
SIGNATURE
                            
                            
       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 7, 1995        /s/  Leslie M. Kratter
                    LESLIE M. KRATTER,Vice President