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): October 14, 1999
                                                        (September 30, 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>
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

Forward-Looking Statements.
----------------------------
When used in this Form 8-K and in future filings by Franklin Resources, Inc. and
subsidiaries (collectively,  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 be",  "are  expected to",  "will
continue",  "is anticipated",  "estimate",  "project" or similar expressions are
"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 completion of the phases of
the Company's Year 2000 plan;  projections  of project costs  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 contingency  and liquidity 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.

Year 2000.
---------
Because the Year 2000 project is an ongoing Company-wide  endeavor, the state of
the Company's  progress changes daily.  Information  contained in this filing is
provided as of the dates stated below.

As of September  30, 1999,  all of the Company's  mission-critical  systems were
certified as Year 2000 compliant and were operating in production. On October 4,
1999,  the Company also  completed  certification  of all  non-mission critical
systems that are  maintained by the Company's  Information  Systems & Technology
("IS&T") department. All of these non-mission critical systems are now operating
in production except one, which the Company  anticipates putting into production
shortly.  Certified  systems  operating  in  production  now  include all of the
Company's  mission-critical  securities  trading systems,  portfolio  accounting
systems,  customer service systems,  general ledger systems,  international  and
domestic transfer agency systems, and sales and marketing systems.

The  Company  will now  focus  its  efforts  on  updating  its  verification  of
third-party readiness and completing the contingency planning process, including
detailed year-end cross-over plans, and additional integrated testing of certain
systems.
                                     <Page 2>
<PAGE>
The Company's Year 2000 compliance plan is comprised of four phases: Assessment,
Remediation,  Testing and  Implementation.  When  testing a system,  the Company
considers it to be Year 2000 compliant when it has passed a number of prescribed
tests either (a) established by the Company and/or the vendor of the system, (b)
viewed as the industry  standard,  or (c) suggested by  regulators.  For certain
third-party  systems  that cannot be tested by the Company,  depending  upon the
importance of the system to the Company's operations,  the Company may rely upon
vendor  representations,  the results of point-to-point testing, or test scripts
supplied by the vendor.  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  prioritized  the Year  2000  certification  of
mission-critical  systems over other systems. The percentages below are provided
as of September 30, 1999.

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

The non-mission critical  systems of the Company are either  maintained  by the
Company's IS&T department or are maintained by internal business users (end-user
maintained  systems).  IS&T-maintained  systems were given high  priority due to
their relative  importance  while end-user  maintained  systems were given lower
priorities.  The percentages below include only IS&T-maintained systems, and are
provided as of October 4, 1999.

      Phase of          % of Non-Mission Critical
      Project           IS&T-Maintained Systems Complete
      ---------------------------------------------------
      Assessment            100%
      Remediation           100%
      Testing               100%
      Implementation         99%

In  1999,  the  Company   successfully   participated  in  several   nationwide,
industry-wide tests: the Securities Industry Association's "Street Wide Testing"
held over five weekends in March and April;  testing of major  real-time  market
data  services  in  May;  and  six  days  of  testing   interfaces   with  major
broker/dealers  in July.  These tests included  simulated  Year 2000  securities
transactions  and market  data feeds,  and  involved  the major  North  American
securities exchanges,  securities clearing organizations,  news services, market
data services,  major banks,  brokerages and investment  advisory and investment
management  companies  in the  United  States.  The  Company  may  take  part in
additional   industry-wide  and   point-to-point   testing  when  available  and
appropriate.
                                   <Page 3>
<PAGE>
Third  Parties and Year 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of information  technology  ("IT")
systems  that are  owned  and  managed  in  whole  or in part by third  parties,
including  some of the Company's  mission-critical  systems.  These  third-party
systems  include  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.  In the process of  certifying  its  systems,  the Company has received
responses  from  certain  system  suppliers  and  in  some  cases  has  obtained
additional information, written assurances of certification, or test scripts. In
addition, certain of these third parties assisted the Company with modifying and
testing the Company's systems,  and participated in Street Wide Testing with the
Company  and with one  another.  To date,  no  major  third-party  supplier  has
informed the Company that it would not be Year 2000 compliant or Year 2000 ready
by the  millennium  date,  nor has the  Company's  testing  with  third  parties
revealed any significant  non-compliance  issues.  Such communication with third
parties will continue as the Company  proceeds  with its Year 2000 project,  and
into the Year 2000 to monitor system functions.

Cost Estimates. The total estimated costs through March 2000 associated with the
Year 2000  project are  expected  to be between  $50  million  and $60  million,
including an unallocated  amount for unanticipated  costs. These estimated costs
consist  mainly of internal  and  third-party  labor costs which are expensed as
incurred.  The total amount expended on the project  through  September 30, 1999
was approximately  $42.5 million.  The Company's  estimate of the total costs to
complete the Year 2000 project  will  continue to be refined in future  periods.
Further costs are expected to be incurred  before March 2000 to develop and test
contingency  plans, independent rapid code inspection and code analysis,  test
lab activities and staffing,  and event  logistics and management for the actual
millennium  rollover.  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.  Extensive  preparation  efforts cannot guarantee a total
absence of Year 2000  problems.  Therefore,  the Company  continues  to develop,
exercise,  and integrate  comprehensive  worldwide  contingency plans. As of the
date of this filing, 100% of the Company's worldwide  contingency plans had been
formulated  and tested,  with the  exception of testing the  Company's  Canadian
contingency  plans,  which is  scheduled to be  completed  in October  1999.  In
addition to technical  systems  matters,  the contingency  planning  process has
considered   possible   operational  issues  such  as  an  increased  volume  of
shareholder  requests,  cash flow matters related to unusual levels of purchases
or  redemptions,  and market  adjustments.  Through  the  Company's  testing and
communications  with third  parties,  and use of  business  continuity  planning
specialists  and other  consultants,  the  Company  seeks to  identify  areas of
potential disruptions and, to the extent possible, to minimize such disruptions.
The  Company  expects  to  refine,  change  and  update  its  contingency  plans
throughout the end of calendar 1999 and through the rollover date.

As part of the  effort to  create a smooth  transition  to the Year  2000,  the
Company formed a worldwide Year 2000 cross-over team with  representatives  from
each major business  function.  This team will staff command  centers around the
world from December 31 through the end of the first week of January 2000. During
the cross-over weekend, personnel will be at the command centers 24 hours a day,
beginning  with the first office  rollovers to the Year 2000 in Australia,  Hong
Kong and Singapore  until the final  rollover at the Company's  headquarters  in
California.


                                    <Page 4
<PAGE>

However,  in light of the  complexity  and magnitude of the  Company's  business
processes there are, in certain cases, limited or no alternatives to some of its
mission-critical  systems or public  utilities.  It is not  possible  to predict
which internal or external  systems or utilities may be affected  worldwide,  or
the exact nature of all problems that might occur.  While redundant  systems and
multi-day  back-up power sources are in place at the Company's main data centers
to address  communication  or power  interruptions,  if certain public utilities
fail in  multiple  locations  or if  mission-critical  systems of the Company or
third parties 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.

Non-IT  Systems.  All of the  Company's  non-information  technology  ("non-IT")
systems  have been  certified  as being  Year  2000  ready,  either by  internal
verification  or by  third-party  representations,  for the  Company's  domestic
properties  and for foreign  properties  over 5,500 square feet.  The  Company's
business  operations  are not heavily  dependent on non-IT,  such as  elevators,
electrical and security  systems,  and devices such as fax machines and copiers,
and none of the  Company's  mission-critical  systems  is a non-IT  system.  The
Company is  dependent  upon certain  non-IT  systems  such as  third-party  long
distance  telephone and data lines,  and public utility  electrical  power.  The
Company does not expect to experience any material  effects  related to the Year
2000  compliance of non-IT  systems unless there are telephone and data line, or
general public utility problems, beyond the Company's control.

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  domestic and  international
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.  A
general  disruption in securities or capital markets,  or withdrawal of funds by
investors concerned about Year 2000 issues, could create global liquidity issues
that could have a material adverse effect upon the Company's business, financial
condition and results of operations.  Such disruptions could occur regardless of
the existence or severity of Year 2000 problems as a result of  overreaction  or
market  panic in response to even minor Year 2000  problems or false  reports of
Year 2000 problems.

Factors  that could  influence  the impact of the Year 2000 problem also include
the  success  of the  Company  in  identifying  systems  and  programs  that are
affected.  Other factors 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.  If there are Year
2000 system  interruptions  or  failures of  important  third  parties,  such as
securities   transfer  agents,   stock   exchanges,   data  providers  or  other
organizations such as those mentioned above under "Third Parties and Year 2000",
this could have a material adverse effect on the Company's  business,  financial
condition  and  results  of  operations.  Although  certain  third  parties  may
represent that their systems are Year 2000 ready, there can be no assurance that
their  systems  are in fact Year  2000  compliant  or that  they  have  provided
complete and accurate information to the Company.

                                   <Page 5>
<PAGE>

                                  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: October 14, 1999  /s/ Leslie M. Kratter
                        ---------------------
                        LESLIE M. KRATTER
                        Vice President



                                     <Page 6>
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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): October 14, 1999
                                                        (September 30, 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

Forward-Looking Statements.
----------------------------
When used in this Form 8-K and in future filings by Franklin Resources, Inc. and
subsidiaries (collectively,  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 be",  "are  expected to",  "will
continue",  "is anticipated",  "estimate",  "project" or similar expressions are
"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 completion of the phases of
the Company's Year 2000 plan;  projections  of project costs  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 contingency  and liquidity 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.

Year 2000.
---------
Because the Year 2000 project is an ongoing Company-wide  endeavor, the state of
the Company's  progress changes daily.  Information  contained in this filing is
provided as of the dates stated below.

As of September  30, 1999,  all of the Company's  mission-critical  systems were
certified as Year 2000 compliant and were operating in production. On October 4,
1999,  the Company also  completed  certification  of all  non-mission critical
systems that are  maintained by the Company's  Information  Systems & Technology
("IS&T") department. All of these non-mission critical systems are now operating
in production except one, which the Company  anticipates putting into production
shortly.  Certified  systems  operating  in  production  now  include all of the
Company's  mission-critical  securities  trading systems,  portfolio  accounting
systems,  customer service systems,  general ledger systems,  international  and
domestic transfer agency systems, and sales and marketing systems.

The  Company  will now  focus  its  efforts  on  updating  its  verification  of
third-party readiness and completing the contingency planning process, including
detailed year-end cross-over plans, and additional integrated testing of certain
systems.
The Company's Year 2000 compliance plan is comprised of four phases: Assessment,
Remediation,  Testing and  Implementation.  When  testing a system,  the Company
considers it to be Year 2000 compliant when it has passed a number of prescribed
tests either (a) established by the Company and/or the vendor of the system, (b)
viewed as the industry  standard,  or (c) suggested by  regulators.  For certain
third-party  systems  that cannot be tested by the Company,  depending  upon the
importance of the system to the Company's operations,  the Company may rely upon
vendor  representations,  the results of point-to-point testing, or test scripts
supplied by the vendor.  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  prioritized  the Year  2000  certification  of
mission-critical  systems over other systems. The percentages below are provided
as of September 30, 1999.

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

The non-mission critical  systems of the Company are either  maintained  by the
Company's IS&T department or are maintained by internal business users (end-user
maintained  systems).  IS&T-maintained  systems were given high  priority due to
their relative  importance  while end-user  maintained  systems were given lower
priorities.  The percentages below include only IS&T-maintained systems, and are
provided as of October 4, 1999.

      Phase of          % of Non-Mission Critical
      Project           IS&T-Maintained Systems Complete
      ---------------------------------------------------
      Assessment            100%
      Remediation           100%
      Testing               100%
      Implementation         99%

In  1999,  the  Company   successfully   participated  in  several   nationwide,
industry-wide tests: the Securities Industry Association's "Street Wide Testing"
held over five weekends in March and April;  testing of major  real-time  market
data  services  in  May;  and  six  days  of  testing   interfaces   with  major
broker/dealers  in July.  These tests included  simulated  Year 2000  securities
transactions  and market  data feeds,  and  involved  the major  North  American
securities exchanges,  securities clearing organizations,  news services, market
data services,  major banks,  brokerages and investment  advisory and investment
management  companies  in the  United  States.  The  Company  may  take  part in
additional   industry-wide  and   point-to-point   testing  when  available  and
appropriate.
Third  Parties and Year 2000.  The  Company's  business  operations  are heavily
dependent  upon a complex  worldwide  network of information  technology  ("IT")
systems  that are  owned  and  managed  in  whole  or in part by third  parties,
including  some of the Company's  mission-critical  systems.  These  third-party
systems  include  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.  In the process of  certifying  its  systems,  the Company has received
responses  from  certain  system  suppliers  and  in  some  cases  has  obtained
additional information, written assurances of certification, or test scripts. In
addition, certain of these third parties assisted the Company with modifying and
testing the Company's systems,  and participated in Street Wide Testing with the
Company  and with one  another.  To date,  no  major  third-party  supplier  has
informed the Company that it would not be Year 2000 compliant or Year 2000 ready
by the  millennium  date,  nor has the  Company's  testing  with  third  parties
revealed any significant  non-compliance  issues.  Such communication with third
parties will continue as the Company  proceeds  with its Year 2000 project,  and
into the Year 2000 to monitor system functions.

Cost Estimates. The total estimated costs through March 2000 associated with the
Year 2000  project are  expected  to be between  $50  million  and $60  million,
including an unallocated  amount for unanticipated  costs. These estimated costs
consist  mainly of internal  and  third-party  labor costs which are expensed as
incurred.  The total amount expended on the project  through  September 30, 1999
was approximately  $42.5 million.  The Company's  estimate of the total costs to
complete the Year 2000 project  will  continue to be refined in future  periods.
Further costs are expected to be incurred  before March 2000 to develop and test
contingency  plans, independent rapid code inspection and code analysis,  test
lab activities and staffing,  and event  logistics and management for the actual
millennium  rollover.  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.  Extensive  preparation  efforts cannot guarantee a total
absence of Year 2000  problems.  Therefore,  the Company  continues  to develop,
exercise,  and integrate  comprehensive  worldwide  contingency plans. As of the
date of this filing, 100% of the Company's worldwide  contingency plans had been
formulated  and tested,  with the  exception of testing the  Company's  Canadian
contingency  plans,  which is  scheduled to be  completed  in October  1999.  In
addition to technical  systems  matters,  the contingency  planning  process has
considered   possible   operational  issues  such  as  an  increased  volume  of
shareholder  requests,  cash flow matters related to unusual levels of purchases
or  redemptions,  and market  adjustments.  Through  the  Company's  testing and
communications  with third  parties,  and use of  business  continuity  planning
specialists  and other  consultants,  the  Company  seeks to  identify  areas of
potential disruptions and, to the extent possible, to minimize such disruptions.
The  Company  expects  to  refine,  change  and  update  its  contingency  plans
throughout the end of calendar 1999 and through the rollover date.

As part of the  effort to  create a smooth  transition  to the Year  2000,  the
Company formed a worldwide Year 2000 cross-over team with  representatives  from
each major business  function.  This team will staff command  centers around the
world from December 31 through the end of the first week of January 2000. During
the cross-over weekend, personnel will be at the command centers 24 hours a day,
beginning  with the first office  rollovers to the Year 2000 in Australia,  Hong
Kong and Singapore  until the final  rollover at the Company's  headquarters  in
California.
However,  in light of the  complexity  and magnitude of the  Company's  business
processes there are, in certain cases, limited or no alternatives to some of its
mission-critical  systems or public  utilities.  It is not  possible  to predict
which internal or external  systems or utilities may be affected  worldwide,  or
the exact nature of all problems that might occur.  While redundant  systems and
multi-day  back-up power sources are in place at the Company's main data centers
to address  communication  or power  interruptions,  if certain public utilities
fail in  multiple  locations  or if  mission-critical  systems of the Company or
third parties 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.

Non-IT  Systems.  All of the  Company's  non-information  technology  ("non-IT")
systems  have been  certified  as being  Year  2000  ready,  either by  internal
verification  or by  third-party  representations,  for the  Company's  domestic
properties  and for foreign  properties  over 5,500 square feet.  The  Company's
business  operations  are not heavily  dependent on non-IT,  such as  elevators,
electrical and security  systems,  and devices such as fax machines and copiers,
and none of the  Company's  mission-critical  systems  is a non-IT  system.  The
Company is  dependent  upon certain  non-IT  systems  such as  third-party  long
distance  telephone and data lines,  and public utility  electrical  power.  The
Company does not expect to experience any material  effects  related to the Year
2000  compliance of non-IT  systems unless there are telephone and data line, or
general public utility problems, beyond the Company's control.

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  domestic and  international
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.  A
general  disruption in securities or capital markets,  or withdrawal of funds by
investors concerned about Year 2000 issues, could create global liquidity issues
that could have a material adverse effect upon the Company's business, financial
condition and results of operations.  Such disruptions could occur regardless of
the existence or severity of Year 2000 problems as a result of  overreaction  or
market  panic in response to even minor Year 2000  problems or false  reports of
Year 2000 problems.

Factors  that could  influence  the impact of the Year 2000 problem also include
the  success  of the  Company  in  identifying  systems  and  programs  that are
affected.  Other factors 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.  If there are Year
2000 system  interruptions  or  failures of  important  third  parties,  such as
securities   transfer  agents,   stock   exchanges,   data  providers  or  other
organizations such as those mentioned above under "Third Parties and Year 2000",
this could have a material adverse effect on the Company's  business,  financial
condition  and  results  of  operations.  Although  certain  third  parties  may
represent that their systems are Year 2000 ready, there can be no assurance that
their  systems  are in fact Year  2000  compliant  or that  they  have  provided
complete and accurate information to 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: October 14, 1999  /s/ Leslie M. Kratter
                        ---------------------
                        LESLIE M. KRATTER
                        Vice President