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 13, 2000
                                                          (July 11, 2000)

                            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  report  the  sale by  Franklin
Resources,  Inc. (the  "Company")  of its interest in the land and  improvements
commonly known as 777 Mariners  Island  Boulevard,  San Mateo,  California  (the
"Property"),  which serves as the Company's corporate headquarters. On April 25,
2000,  the Company,  the owner as to an undivided  60% interest in the Property,
together with the owners of the remaining  interest in the Property entered into
a  purchase  agreement  with  Keynote  Systems,  Inc.,  a  Delaware  corporation
("Keynote").  The Property consisted of (a) an office building and all fixtures,
parking  areas,  landscaping  and other  improvements,  (b)  certain  machinery,
equipment and other tangible personal property;  (c) certain intangible personal
property related to the Property; (d) service contracts related to the Property;
(e) easements,  rights of way,  privileges,  licenses,  appurtenances  and other
rights and benefits related to the Property; and (f) architectural,  mechanical,
engineering and other plans related to the Property.

The purchase price for the Property was Eighty Million Dollars  ($80,000,000.00)
of which  approximately  Twenty-Two  Million Dollars  ($22,000,000)  was applied
toward the payment of an outstanding  loan secured by the Property.  The Company
received  proceeds from the sale of  approximately  Thirty-Four  Million Dollars
($34,000,000),  net of  closing  costs  and  will  record  a  gain  on  sale  of
approximately  Thirty-Two Million, Eight Hundred Thousand Dollars ($32,800,000),
net of the write-off of certain  leasehold  improvements  on the property.  This
gain will be  recognized  over a  12-month  period  ending  July 31,  2001,  the
anticipated  period over which the Company has agreed to leaseback  the Property
pending  completion of  construction  of its new corporate  headquarters  in San
Mateo, California.

The consummation of the purchase and sale of the Property and the closing of the
transaction  occurred on July 11,  2000.  There were no  material  relationships
between Keynote and the Company and or its affiliates or any director or officer
of the Company.





                                   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 13, 2000  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                       Senior Vice President and Secretary


                                       2
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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": "672450"}, "business-address": {"street1": "777 MARINERS ISLAND BLVD", "street2": "6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6503123000"}, "mail-address": {"street1": "FRANKLIN RESOURCES INC", "street2": "901 MARINERS ISLAND BLVD 6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 13, 2000
                                                          (July 11, 2000)

                            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
Item 5.      Other Events

Registrant  is  filing  a Form  8-K in order  to  report  the  sale by  Franklin
Resources,  Inc. (the  "Company")  of its interest in the land and  improvements
commonly known as 777 Mariners  Island  Boulevard,  San Mateo,  California  (the
"Property"),  which serves as the Company's corporate headquarters. On April 25,
2000,  the Company,  the owner as to an undivided  60% interest in the Property,
together with the owners of the remaining  interest in the Property entered into
a  purchase  agreement  with  Keynote  Systems,  Inc.,  a  Delaware  corporation
("Keynote").  The Property consisted of (a) an office building and all fixtures,
parking  areas,  landscaping  and other  improvements,  (b)  certain  machinery,
equipment and other tangible personal property;  (c) certain intangible personal
property related to the Property; (d) service contracts related to the Property;
(e) easements,  rights of way,  privileges,  licenses,  appurtenances  and other
rights and benefits related to the Property; and (f) architectural,  mechanical,
engineering and other plans related to the Property.

The purchase price for the Property was Eighty Million Dollars  ($80,000,000.00)
of which  approximately  Twenty-Two  Million Dollars  ($22,000,000)  was applied
toward the payment of an outstanding  loan secured by the Property.  The Company
received  proceeds from the sale of  approximately  Thirty-Four  Million Dollars
($34,000,000),  net of  closing  costs  and  will  record  a  gain  on  sale  of
approximately  Thirty-Two Million, Eight Hundred Thousand Dollars ($32,800,000),
net of the write-off of certain  leasehold  improvements  on the property.  This
gain will be  recognized  over a  12-month  period  ending  July 31,  2001,  the
anticipated  period over which the Company has agreed to leaseback  the Property
pending  completion of  construction  of its new corporate  headquarters  in San
Mateo, California.

The consummation of the purchase and sale of the Property and the closing of the
transaction  occurred on July 11,  2000.  There were no  material  relationships
between Keynote and the Company and or its affiliates or any director or officer
of the Company.

                                   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 13, 2000  /s/ Leslie M. Kratter
                     --------------------------
                     LESLIE M. KRATTER
                       Senior Vice President and Secretary

                                       2