As filed with the Securities and Exchange Commission on
                                  July 21, 1999
                           Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933

                            FRANKLIN RESOURCES, INC.
        -----------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 13-2670991
        -----------------------------------------------------------------
                (State or Other Jurisdiction of (I.R.S. Employer
               Incorporation or Organization) Identification No.)

                           777 Mariners Island Blvd.,
                               San Mateo, CA 94404
        -----------------------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

                            FRANKLIN RESOURCES, INC.
                       1998 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                          Vice President and Secretary
                            Franklin Resources, Inc.
                           777 Mariners Island Blvd.,
                        San Mateo, California 94404-1585
                                 (650) 312-2000
        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)


                                   Copies to:
                             Jeffrey E. Tabak, Esq.
                           Weil, Gotshal & Manges, LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000
                           ---------------------------





                                     Page 1
<PAGE>

                         CALCULATION OF REGISTRATION FEE
        -----------------------------------------------------------------
Title of          Amount to         Proposed    Proposed    Amount of
Securities            be            Maximum     Maximum     Registration
 to be            Registered        Offering    Aggregate   Fee(2)
Registered           (1)            Price Per   Offering
                                    Share(2)    Price(2)
        -----------------------------------------------------------------
Common Stock,
 par value
 $0.10 per
 share            3,000,000         $38.6875     $116,062,500     $32,265.38
-----------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the Registration fee are based
upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock  Exchange on July 20,
1999.
        -----------------------------------------------------------------

                                  INTRODUCTION

This Registration Statement on Form S-8 is filed by Franklin Resources,  Inc., a
Delaware corporation (the "Company" or the "Registrant"),  relating to 3,000,000
shares of Common Stock of the Company  (the  "Shares") to be issued from time to
time in  accordance  with  the  terms  of the  Company's  1998  Universal  Stock
Incentive  Plan,  to be registered  hereby,  which Shares are in addition to the
3,000,000 shares of Common Stock of the Company registered on the Company's Form
S-8 filed on  December  31, 1998  (Commission  File No.  333-70035)  (the "Prior
Registration Statement"). Pursuant to Instruction E of Form S-8, the contents of
the  Prior  Registration  Statement,  except  as  otherwise  set  forth  in this
Registration Statement, are incorporated by reference herein.


Item 8.  Exhibits.

4(a) Registrant's  Certificate  of  Incorporation,  as filed  November 28, 1969,
     incorporated by reference to Exhibit (3)(i) to the Company's  Annual Report
     on Form 10- K for the  fiscal  year  ended  September  30,  1994 (the "1994
     Annual Report") (File No. 1-9318)

4(b) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed March 1, 1985,  incorporated  by reference to Exhibit  (3)(ii) to the
     1994 Annual Report

4(c) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed April 1, 1987,  incorporated by reference to Exhibit  (3)(iii) to the
     1994 Annual Report

4(d) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
     1994 Annual Report


                                     Page 2
<PAGE>


4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
     to Exhibit  (3)(v) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 31, 1994 (File No. 1-9318)

5    Opinion of Weil, Gotshal & Manges, LLP.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Weil,  Gotshal & Manges,  LLP  (included  in its opinion  which
      appears as Exhibit 5 to this Registration Statement).

25   Power  of  attorney  (included  as  part  of the  signature  pages  to this
     Registration Statement and incorporated herein by reference).

99   Franklin  Resources,  Inc. 1998 Universal Stock Incentive Plan incorporated
     by  reference  to  Exhibit  A  to   Registrant's   Proxy   Statement  filed
     electronically  on  December  23,  1998  under  cover  of  Schedule  14A in
     connection  with its Annual  Meeting of  Stockholders  held on January  28,
     1999.


                                     Page 3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Mateo,  State of California,  on the 21st day of
July, 1999.

                            FRANKLIN RESOURCES, INC.


                            By: /s/ Leslie M. Kratter
                                   Leslie M. Kratter
                                   Vice President and Secretary

     The undersigned officers and directors of Franklin Resources,  Inc., hereby
severally  constitute  Harmon E.  Burns and Leslie M.  Kratter,  and any of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our name in the capacities  indicated  below, any
and all amendments to this Registration  Statement on Form S-8 filed by Franklin
Resources, Inc. with the Securities and Exchange Commission, and generally to do
all such  things in our name and behalf in such  capacities  to enable  Franklin
Resources,  Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  and we
hereby  ratify  and  confirm  our  signatures  as they may be signed by our said
attorneys, or any of them, to any and all such amendments.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


FRANKLIN RESOURCES, INC.


Date:     July 21, 1999    By:  /s/ Charles B. Johnson
                                 Charles B. Johnson, President,
                                 Chief Executive Officer and Director

Date:     July 21, 1999    By:  /s/ Harmon E. Burns
                                 Harmon E. Burns, Executive Vice
                                 President and Director

Date:     July 21, 1999    By:  /s/ Rupert H. Johnson
                                 Rupert H. Johnson, Jr., Executive
                                 Vice President and Director


Date:     July 21, 1999    By:  ______________________________
                                 Charles E. Johnson, Senior Vice
                                 President and Director

                                     Page 5
<PAGE>

Date:     July 21, 1999    By:  /s/ Martin L. Flanagan
                                 Martin L. Flanagan, Senior Vice
                                 President and Chief Financial Officer

Date:     July 21, 1999    By:  /s/ Kenneth A. Lewis
                                 Kenneth A. Lewis, Vice President and
                              Corporate Controller

Date:     July 21, 1999    By:  /s/ F. Warren Hellman
                                 F. Warren Hellman, Director

Date:     July 21, 1999    By:  /s/ Harry O. Kline
                                 Harry O. Kline, Director

Date:     July 21, 1999    By:  /s/ James A. McCarthy
                                 James A. McCarthy, Director

Date:     July 21, 1999    By:  _____________________________
                                 Peter M. Sacerdote, Director

Date:     July 21, 1999    By:  _____________________________
                                 Louis E. Woodworth, Director






                                     Page 6
<PAGE>





                                  Exhibit Index

Exhibit Number      Description


4(a) Registrant's  Certificate  of  Incorporation,  as filed  November 28, 1969,
     incorporated by reference to Exhibit (3)(i) to the Company's  Annual Report
     on Form 10- K for the  fiscal  year  ended  September  30,  1994 (the "1994
     Annual Report") (File No. 1-9318)

4(b) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed March 1, 1985,  incorporated  by reference to Exhibit  (3)(ii) to the
     1994 Annual Report

4(c) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed April 1, 1987,  incorporated by reference to Exhibit  (3)(iii) to the
     1994 Annual Report

4(d) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
     1994 Annual Report

4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
     to Exhibit  (3)(v) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 31, 1994 (File No. 1-9318)

5    Opinion of Weil, Gotshal & Manges, LLP.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Weil,  Gotshal & Manges,  LLP  (included  in its opinion  which
      appears as Exhibit 5 to this Registration Statement).

25   Power  of  attorney  (included  as  part  of the  signature  pages  to this
     Registration Statement and incorporated herein by reference).

99   Franklin  Resources,  Inc. 1998 Universal Stock Incentive Plan incorporated
     by  reference  to  Exhibit  A  to   Registrant's   Proxy   Statement  filed
     electronically  on  December  23,  1998  under  cover  of  Schedule  14A in
     connection  with its Annual  Meeting of  Stockholders  held on January  28,
     1999.





                                     Page 7
<PAGE>

                                                                       Exhibit 5

               OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES, LLP

      WEIL, GOTSHAL & MANGES, LLP 767 Fifth Avenue, New York, NY 10153-0119
                       (212) 310-8000 FAX: (212) 310-8007


                                  July 21, 1999

Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404

Ladies and Gentlemen:

     We have acted as counsel to Franklin  Resources,  Inc.  (the  "Company") in
connection  with  the  filing  of the  Registration  Statement  on Form S-8 (the
"Registration  Statement")  by the  Company  with the  Securities  and  Exchange
Commission on July 21, 1999 with respect to three million  (3,000,000) shares of
common  stock of the Company,  par value $0.10 per share (the  "Common  Stock"),
being registered in connection with the Company's 1998 Universal Stock Incentive
Plan (the "Plan").

     In so acting, we have examined  originals or copies (certified or otherwise
identified to our satisfaction) of the Registration Statement and such corporate
records,  agreements,  documents and other instruments, and such certificates or
comparable  documents of public officials and of officers and representatives of
the Company,  and have made such inquiries of such officers and  representatives
as we have deemed relevant and necessary as a basis for the opinion  hereinafter
set forth.

     In such examination, we have assumed the genuineness of all signatures, the
legal  capacity  of all  natural  persons,  the  authenticity  of all  documents
submitted to us as originals,  the conformity to original documents of documents
submitted  to  us  as  certified,   conformed  or  photostatic  copies  and  the
authenticity of the originals of such latter  documents.  As to all questions of
fact material to this opinion that have not been independently  established,  we
have  relied  upon   certificates  or  comparable   documents  of  officers  and
representatives of the Company.  We have also assumed the valid existence of the
Company.

     Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Common Stock reserved for issuance upon the exercise
of options or rights or shares  granted or to be granted under the Plan will be,
when  issued and paid for upon such  exercise  or grant in  accordance  with the
provisions of the Plan, validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement. We further consent to any and all references to our firm
in the Registration Statement.

     The opinion  expressed herein is limited to the corporate laws of the State
of Delaware and the federal laws of the United States, and we express no opinion
as to the effect on the matters  covered by this letter of the laws of any other
jurisdiction.


                                   Very truly yours,

                                   /s/ Weil, Gotshal & Manges, LLP



                                     Page 8
<PAGE>



                                                                   Exhibit 23(a)

                     CONSENT OF PRICEWATERHOUSECOOPERS LLP,
                             INDEPENDENT ACCOUNTANTS





We consent to the  incorporation by reference in the  Registration  Statement of
Franklin  Resources,  Inc. on Form S-8 (Registration No.  333-70035)for the 1998
Universal Stock Incentive Plan of our report dated October 23, 1998 on our audit
of the  consolidated  financial  statements  of  Franklin  Resources,  Inc.  and
subsidiaries as of September 30, 1998 and 1997 and for the years ended September
30, 1998,  1997 and 1996,  which  report is included in the Franklin  Resources,
Inc. Annual Report on Form 10-K/A for the fiscal year ended September 30, 1998.




PricewaterhouseCoopers LLP

San Francisco, California
July 20, 1999







                                     Page 9
<PAGE>



                                                                    Exhibit 23(b



                     CONSENT OF WEIL, GOTSHAL & MANGES, LLP

                             (included in Exhibit 5)




                                     Page 10
<PAGE>


                                                                      Exhibit 24

                                POWER OF ATTORNEY

        (included in the signature pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16444}]
{"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": "S-8", "act": "33", "file-number": "333-83377", "film-number": "99667857"}, "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"}}
As filed with the Securities and Exchange Commission on
                                  July 21, 1999
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933

                            FRANKLIN RESOURCES, INC.
        -----------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 13-2670991
        -----------------------------------------------------------------
                (State or Other Jurisdiction of (I.R.S. Employer
               Incorporation or Organization) Identification No.)

                           777 Mariners Island Blvd.,
                               San Mateo, CA 94404
        -----------------------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

                            FRANKLIN RESOURCES, INC.
                       1998 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                          Vice President and Secretary
                            Franklin Resources, Inc.
                           777 Mariners Island Blvd.,
                        San Mateo, California 94404-1585
                                 (650) 312-2000
        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   Copies to:
                             Jeffrey E. Tabak, Esq.
                           Weil, Gotshal & Manges, LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000
                           ---------------------------

                                     Page 1
CALCULATION OF REGISTRATION FEE
        -----------------------------------------------------------------
Title of          Amount to         Proposed    Proposed    Amount of
Securities            be            Maximum     Maximum     Registration
 to be            Registered        Offering    Aggregate   Fee(2)
Registered           (1)            Price Per   Offering
                                    Share(2)    Price(2)
        -----------------------------------------------------------------
Common Stock,
 par value
 $0.10 per
 share            3,000,000         $38.6875     $116,062,500     $32,265.38
-----------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the Registration fee are based
upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock  Exchange on July 20,
1999.
        -----------------------------------------------------------------

                                  INTRODUCTION

This Registration Statement on Form S-8 is filed by Franklin Resources,  Inc., a
Delaware corporation (the "Company" or the "Registrant"),  relating to 3,000,000
shares of Common Stock of the Company  (the  "Shares") to be issued from time to
time in  accordance  with  the  terms  of the  Company's  1998  Universal  Stock
Incentive  Plan,  to be registered  hereby,  which Shares are in addition to the
3,000,000 shares of Common Stock of the Company registered on the Company's Form
S-8 filed on  December  31, 1998  (Commission  File No.  333-70035)  (the "Prior
Registration Statement"). Pursuant to Instruction E of Form S-8, the contents of
the  Prior  Registration  Statement,  except  as  otherwise  set  forth  in this
Registration Statement, are incorporated by reference herein.

Item 8.  Exhibits.

4(a) Registrant's  Certificate  of  Incorporation,  as filed  November 28, 1969,
     incorporated by reference to Exhibit (3)(i) to the Company's  Annual Report
     on Form 10- K for the  fiscal  year  ended  September  30,  1994 (the "1994
     Annual Report") (File No. 1-9318)

4(b) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed March 1, 1985,  incorporated  by reference to Exhibit  (3)(ii) to the
     1994 Annual Report

4(c) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed April 1, 1987,  incorporated by reference to Exhibit  (3)(iii) to the
     1994 Annual Report

4(d) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
     1994 Annual Report

                                     Page 2
4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
     to Exhibit  (3)(v) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 31, 1994 (File No. 1-9318)

5    Opinion of Weil, Gotshal & Manges, LLP.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Weil,  Gotshal & Manges,  LLP  (included  in its opinion  which
      appears as Exhibit 5 to this Registration Statement).

25   Power  of  attorney  (included  as  part  of the  signature  pages  to this
     Registration Statement and incorporated herein by reference).

99   Franklin  Resources,  Inc. 1998 Universal Stock Incentive Plan incorporated
     by  reference  to  Exhibit  A  to   Registrant's   Proxy   Statement  filed
     electronically  on  December  23,  1998  under  cover  of  Schedule  14A in
     connection  with its Annual  Meeting of  Stockholders  held on January  28,
     1999.

                                     Page 3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Mateo,  State of California,  on the 21st day of
July, 1999.

                            FRANKLIN RESOURCES, INC.

                            By: /s/ Leslie M. Kratter
                                   Leslie M. Kratter
                                   Vice President and Secretary

     The undersigned officers and directors of Franklin Resources,  Inc., hereby
severally  constitute  Harmon E.  Burns and Leslie M.  Kratter,  and any of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our name in the capacities  indicated  below, any
and all amendments to this Registration  Statement on Form S-8 filed by Franklin
Resources, Inc. with the Securities and Exchange Commission, and generally to do
all such  things in our name and behalf in such  capacities  to enable  Franklin
Resources,  Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  and we
hereby  ratify  and  confirm  our  signatures  as they may be signed by our said
attorneys, or any of them, to any and all such amendments.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

FRANKLIN RESOURCES, INC.

Date:     July 21, 1999    By:  /s/ Charles B. Johnson
                                 Charles B. Johnson, President,
                                 Chief Executive Officer and Director

Date:     July 21, 1999    By:  /s/ Harmon E. Burns
                                 Harmon E. Burns, Executive Vice
                                 President and Director

Date:     July 21, 1999    By:  /s/ Rupert H. Johnson
                                 Rupert H. Johnson, Jr., Executive
                                 Vice President and Director

Date:     July 21, 1999    By:  ______________________________
                                 Charles E. Johnson, Senior Vice
                                 President and Director

                                     Page 5
Date:     July 21, 1999    By:  /s/ Martin L. Flanagan
                                 Martin L. Flanagan, Senior Vice
                                 President and Chief Financial Officer

Date:     July 21, 1999    By:  /s/ Kenneth A. Lewis
                                 Kenneth A. Lewis, Vice President and
                              Corporate Controller

Date:     July 21, 1999    By:  /s/ F. Warren Hellman
                                 F. Warren Hellman, Director

Date:     July 21, 1999    By:  /s/ Harry O. Kline
                                 Harry O. Kline, Director

Date:     July 21, 1999    By:  /s/ James A. McCarthy
                                 James A. McCarthy, Director

Date:     July 21, 1999    By:  _____________________________
                                 Peter M. Sacerdote, Director

Date:     July 21, 1999    By:  _____________________________
                                 Louis E. Woodworth, Director

                                     Page 6
Exhibit Index

Exhibit Number      Description

4(a) Registrant's  Certificate  of  Incorporation,  as filed  November 28, 1969,
     incorporated by reference to Exhibit (3)(i) to the Company's  Annual Report
     on Form 10- K for the  fiscal  year  ended  September  30,  1994 (the "1994
     Annual Report") (File No. 1-9318)

4(b) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed March 1, 1985,  incorporated  by reference to Exhibit  (3)(ii) to the
     1994 Annual Report

4(c) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed April 1, 1987,  incorporated by reference to Exhibit  (3)(iii) to the
     1994 Annual Report

4(d) Registrant's  Certificate of Amendment of Certificate of Incorporation,  as
     filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the
     1994 Annual Report

4(e) Registrant's By-laws, as filed February 14, 1995, incorporated by reference
     to Exhibit  (3)(v) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 31, 1994 (File No. 1-9318)

5    Opinion of Weil, Gotshal & Manges, LLP.

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Weil,  Gotshal & Manges,  LLP  (included  in its opinion  which
      appears as Exhibit 5 to this Registration Statement).

25   Power  of  attorney  (included  as  part  of the  signature  pages  to this
     Registration Statement and incorporated herein by reference).

99   Franklin  Resources,  Inc. 1998 Universal Stock Incentive Plan incorporated
     by  reference  to  Exhibit  A  to   Registrant's   Proxy   Statement  filed
     electronically  on  December  23,  1998  under  cover  of  Schedule  14A in
     connection  with its Annual  Meeting of  Stockholders  held on January  28,
     1999.

                                     Page 7
Exhibit 5

               OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES, LLP

      WEIL, GOTSHAL & MANGES, LLP 767 Fifth Avenue, New York, NY 10153-0119
                       (212) 310-8000 FAX: (212) 310-8007

                                  July 21, 1999

Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404

Ladies and Gentlemen:

     We have acted as counsel to Franklin  Resources,  Inc.  (the  "Company") in
connection  with  the  filing  of the  Registration  Statement  on Form S-8 (the
"Registration  Statement")  by the  Company  with the  Securities  and  Exchange
Commission on July 21, 1999 with respect to three million  (3,000,000) shares of
common  stock of the Company,  par value $0.10 per share (the  "Common  Stock"),
being registered in connection with the Company's 1998 Universal Stock Incentive
Plan (the "Plan").

     In so acting, we have examined  originals or copies (certified or otherwise
identified to our satisfaction) of the Registration Statement and such corporate
records,  agreements,  documents and other instruments, and such certificates or
comparable  documents of public officials and of officers and representatives of
the Company,  and have made such inquiries of such officers and  representatives
as we have deemed relevant and necessary as a basis for the opinion  hereinafter
set forth.

     In such examination, we have assumed the genuineness of all signatures, the
legal  capacity  of all  natural  persons,  the  authenticity  of all  documents
submitted to us as originals,  the conformity to original documents of documents
submitted  to  us  as  certified,   conformed  or  photostatic  copies  and  the
authenticity of the originals of such latter  documents.  As to all questions of
fact material to this opinion that have not been independently  established,  we
have  relied  upon   certificates  or  comparable   documents  of  officers  and
representatives of the Company.  We have also assumed the valid existence of the
Company.

     Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Common Stock reserved for issuance upon the exercise
of options or rights or shares  granted or to be granted under the Plan will be,
when  issued and paid for upon such  exercise  or grant in  accordance  with the
provisions of the Plan, validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement. We further consent to any and all references to our firm
in the Registration Statement.

     The opinion  expressed herein is limited to the corporate laws of the State
of Delaware and the federal laws of the United States, and we express no opinion
as to the effect on the matters  covered by this letter of the laws of any other
jurisdiction.

                                   Very truly yours,

                                   /s/ Weil, Gotshal & Manges, LLP

                                     Page 8
Exhibit 23(a)

                     CONSENT OF PRICEWATERHOUSECOOPERS LLP,
                             INDEPENDENT ACCOUNTANTS

We consent to the  incorporation by reference in the  Registration  Statement of
Franklin  Resources,  Inc. on Form S-8 (Registration No.  333-70035)for the 1998
Universal Stock Incentive Plan of our report dated October 23, 1998 on our audit
of the  consolidated  financial  statements  of  Franklin  Resources,  Inc.  and
subsidiaries as of September 30, 1998 and 1997 and for the years ended September
30, 1998,  1997 and 1996,  which  report is included in the Franklin  Resources,
Inc. Annual Report on Form 10-K/A for the fiscal year ended September 30, 1998.

PricewaterhouseCoopers LLP

San Francisco, California
July 20, 1999

                                     Page 9
Exhibit 23(b

                     CONSENT OF WEIL, GOTSHAL & MANGES, LLP

                             (included in Exhibit 5)

                                     Page 10
Exhibit 24

                                POWER OF ATTORNEY

        (included in the signature pages to this Registration Statement)