As filed with the Securities and Exchange Commission on
                        December 31, 1998
                         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
                          ---------------------------





                         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      $37.0000  $111,000,000  $30,858.00
-----------------------------------------------------------------
(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 December
29, 1998.
-----------------------------------------------------------------

                                     PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     Pursuant to Rule 428(b) under the  Securities  Act of 1933, as amended (the
"Act" or the "Securities Act"), information has been, or will be, distributed to
employees,  officers,  directors  and  others  as  specified  by Rule  428(b)(1)
relating to the Franklin  Resources,  Inc. 1998 Universal  Stock  Incentive Plan
(the "Plan").  Such  information,  together with the documents  incorporated  by
reference herein pursuant to Item 3 of Part II below, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Act.

Item 2.  Registration Information and Employee Plan Annual
Information

     The Registrant has delivered, or will cause to be delivered,  the documents
containing  the  information  specified in this Item 2 to  employees,  officers,
directors or others as specified by Rule 428(b)(1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the  instructions  to Form S-8, the Registrant is not filing such documents with
the Commission  either as part of the Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following  documents filed by Franklin  Resources,  Inc. (the "Company")
with the Commission are incorporated  herein by reference:  the Company's Annual
Report,  as  amended,  on Form 10- K/A for the fiscal year ended  September  30,
1998;  and the Company's  Current Report on Form 8-K dated October 23, 1998. The
description of the Company's Common Stock,  which is registered under Section 12
of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  is
contained in the Company's  Certificate of Incorporation,  as amended,  filed as
amended on December 29, 1994 as Exhibits  3(i),  3(ii),  3(iii) and 3(iv) to the
Company's  Annual Report on Form 10-K for the year ended  September 30, 1994 and
is incorporated herein by reference.

    All documents filed by the Company  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and  prior to the  filing  of a  post-effective  amendment  indicating  that all
securities  offered hereby have been sold or  deregistering  all securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify a director,  officer, employee or agent made a party
to an action by reason of the fact that he was a director,  officer, employee or
agent of the  corporation  or was  serving at the  request  of the  corporation,
against liabilities,  costs and expenses actually and reasonably incurred by him
in his  capacity as a director or officer or arising out of such  action,  if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. No
indemnification may be provided where the director,  officer,  employee or agent
has been adjudged by a court,  after exhaustion of all appeals,  to be liable to
the  corporation,  unless a court determines that the person is entitled to such
indemnity.

     Section  102(7) of the DGCL permits a corporation  to relieve its directors
from  personal  liability  for  monetary  damages  to  the  corporation  or  its
stockholders  for breaches of their fiduciary duty as directors except for (i) a
breach  of the  duty  of  loyalty,  (ii)  failure  to act in good  faith,  (iii)
intentional  misconduct  or knowing  violation of law, (iv) willful or negligent
violations  of  certain  provisions  of the  DGCL  (Sections  174,  160 and 173)
imposing certain  requirements with respect to stock purchases,  redemptions and
dividends or (v) any  transaction  from which the  director  derived an improper
personal benefit.



     The above provisions of the DGCL are non-exclusive.

     In addition to the above described provisions, the Company's certificate of
incorporation  relieves its directors  from  personal  liability for a breach of
fiduciary duty as a director as set forth in Section 102(7) of the DGCL.
     The  Company's  by-laws  provide that  directors,  officers,  employees and
agents  who have  been  successful  on the  merits  or  otherwise  in a civil or
criminal  action  referred  to in Section  145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

          It is the Company's  policy to enter into  indemnification  agreements
("Indemnification  Agreements")  with  its  directors,  some  of whom  are  also
executive  officers  ("Indemnified  Persons").  The  Indemnification  Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt  advancing of attorneys'  fees and all other costs,  expenses and
obligations  paid or incurred by the  Indemnified  Person in  connection  with a
Claim.
     A "Claim" consists of participation in any threatened, pending or completed
action,  or any inquiry or  investigation  that the  Indemnified  Person in good
faith  believes might lead to the  institution  of any such action,  and must be
related to the fact that the Indemnified  Person is or was a director,  officer,
employee,  agent or fiduciary of the Company or is or was serving at the request
of the Company in such a capacity for another entity.

     Additionally,  the  Indemnification  Agreements provide that if the Company
pays an  Indemnified  Person  pursuant to the  Indemnification  Agreements,  the
Company will be subrogated to the  Indemnified  Person's  rights to recover from
third parties.

     However,  the Indemnification  Agreements prohibit such indemnification (i)
in connection  with any Claim  initiated by the  Indemnified  Person against the
Company or any director or officer of the Company  unless the Company has joined
in or  consented  to the Claim or (ii) if the Board of Directors or other person
or body appointed by the Board of Directors determines that such indemnification
is not permitted under applicable law. In the event of such  determination,  the
Indemnified  Person  agrees to  reimburse  the Company for all amounts  that the
Company   has   advanced   to  the   Indemnified   Person  in  respect  of  such
indemnification.

     The  Indemnification  Agreements  also provide that if there is a change in
control of the  Company,  the  Company  will seek  legal  advice  from  special,
independent  counsel  selected  by the  Indemnified  Person and  approved by the
Company  with respect to matters  thereafter  arising  concerning  rights of the
Indemnified  Person  under  the  Agreement.  Additionally,  the  Indemnification
Agreements  provide that if there is a potential change in control,  the Company
will, upon written request of the  Indemnified  Person,  fund a trust to satisfy
expenses  reasonably  anticipated  to be  incurred  in  connection  with a Claim
relating to an indemnifiable  event.  The Company is not currently,  nor does it
expect to be, subject to a change in control.

     The Company has purchased an insurance policy indemnifying its officers and
directors and the officers and directors of its subsidiaries  against claims and
liabilities (with stated  exceptions) to which they may become subject by reason
of their positions with the Company as directors and officers.

     The  Commission has taken the position that although  indemnification  by a
Registrant for  liabilities  arising under the Securities Act may be provided as
described above,  such  indemnification  is unenforceable  because it is against
public  policy as expressed in the  Securities  Act.  Therefore,  if a director,
officer or  controlling  person  asserts such a claim for  indemnification,  the
Company will,  unless in the opinion of counsel for the Company the question has
previously been decided by controlling legal precedent, ask a court of competent
jurisdiction to determine whether such indemnification by it is unenforceable as
being against public policy as expressed in the Securities Act.

Item 7. Exemption from Registration Claimed.

        Not applicable.

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

     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).  

     24    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  to be held on January
     28, 1999

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                          (i)  to include any prospectus required
          by Section 10(a)(3) of the Securities Act;

                         (ii) to reflect in the  prospectus  any facts or events
          arising after the effective  date of this  Registration  Statement (or
          the most recent post-effective amendment thereof) which,  individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement;

                         (iii) to include any material  information with respect
          to  the  plan  of  distribution  not  previously   disclosed  in  this
          Registration  Statement or any material change to such  information in
          this Registration Statement;

               provided,  however, that the undertakings set forth in paragraphs
     (i) and (ii) above do not apply if the information  required to be included
     in a post-effective  amendment by those paragraphs is contained in periodic
     reports filed by the Registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are  incorporated  by reference in this  Registration
     Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new Registration  Statement relating to the Securities offered therein, and
     the  offering  of such  Securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from Registration by means of a post-effective amendment
     any of the Securities  being  registered  hereby which remain unsold at the
     termination of the offering.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section  13(a) or 15(d) of the Exchange Act (and,  where  applicable,  each
     filing of an employee  benefit  plan's  annual  report  pursuant to Section
     15(d) of the  Exchange  Act),  that is  incorporated  by refer ence in this
     Registration  Statement shall be deemed to be a new Registration  Statement
     relating  to the  securities  offered  herein  and  the  offering  of  such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

          (e)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons of the Registrant  pursuant to the provisions referred to in Item 6
     of this  Registration  Statement,  or otherwise,  the  Registrant  has been
     advised that in the opinion of the Securities and Exchange  Commission such
     indemnification  is against  public policy as expressed in such Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  Registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being registered hereby, the Registrant will, unless in
     the  opinion of its  counsel  the matter  has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     such Act and will be governed by the final adjudication of such issue.

                                   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 31st day
of December, 1998.


                              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:     December 30, 1998   By:  /s/ Charles B. Johnson
                         Charles B. Johnson, President,
                         Chief Executive Officer and Director

Date:     December 30, 1998  By:  /s/ Harmon E. Burns
                         Harmon E. Burns, Executive Vice
                             President and Director

Date:     December 30, 1998   By:  /s/ Rupert H. Johnson
                         Rupert H. Johnson, Jr., Executive
                         Vice President and Director


Date:     December ___, 1998  By:
                         Charles E. Johnson, Senior Vice
                             President and Director

Date:     December 30, 1998  By:  /s/ Martin L. Flanagan
                         Martin L. Flanagan, Senior Vice
                         President and Chief Financial Officer

Date:     December 30, 1998  By:  /s/ Kenneth A. Lewis
                         Kenneth A. Lewis, Vice President and
                              Corporate Controller

Date:     December 24, 1998   By:  /s/ F. Warren Hellman
                         F. Warren Hellman, Director

Date:     December 23, 1998  By:  /s/ Harry O. Kline
                         Harry O. Kline, Director

Date:     December ___, 1998  By:
                         James A. McCarthy, Director

Date:     December 30, 1998  By:  /s/ Peter M. Sacerdote
                         Peter M. Sacerdote, Director

Date:     December 30, 1998  By:  /s/ Louis E. Woodworth
                         Louis E. Woodworth, Director



                                  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  to be held on January
     28, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23627}]
{"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": "333-70035", "film-number": "98779686"}, "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
                        December 31, 1998
                         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
                          ---------------------------

                         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      $37.0000  $111,000,000  $30,858.00
-----------------------------------------------------------------
(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 December
29, 1998.
-----------------------------------------------------------------

                                     PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     Pursuant to Rule 428(b) under the  Securities  Act of 1933, as amended (the
"Act" or the "Securities Act"), information has been, or will be, distributed to
employees,  officers,  directors  and  others  as  specified  by Rule  428(b)(1)
relating to the Franklin  Resources,  Inc. 1998 Universal  Stock  Incentive Plan
(the "Plan").  Such  information,  together with the documents  incorporated  by
reference herein pursuant to Item 3 of Part II below, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Act.

Item 2.  Registration Information and Employee Plan Annual
Information

     The Registrant has delivered, or will cause to be delivered,  the documents
containing  the  information  specified in this Item 2 to  employees,  officers,
directors or others as specified by Rule 428(b)(1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the  instructions  to Form S-8, the Registrant is not filing such documents with
the Commission  either as part of the Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following  documents filed by Franklin  Resources,  Inc. (the "Company")
with the Commission are incorporated  herein by reference:  the Company's Annual
Report,  as  amended,  on Form 10- K/A for the fiscal year ended  September  30,
1998;  and the Company's  Current Report on Form 8-K dated October 23, 1998. The
description of the Company's Common Stock,  which is registered under Section 12
of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  is
contained in the Company's  Certificate of Incorporation,  as amended,  filed as
amended on December 29, 1994 as Exhibits  3(i),  3(ii),  3(iii) and 3(iv) to the
Company's  Annual Report on Form 10-K for the year ended  September 30, 1994 and
is incorporated herein by reference.

    All documents filed by the Company  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and  prior to the  filing  of a  post-effective  amendment  indicating  that all
securities  offered hereby have been sold or  deregistering  all securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify a director,  officer, employee or agent made a party
to an action by reason of the fact that he was a director,  officer, employee or
agent of the  corporation  or was  serving at the  request  of the  corporation,
against liabilities,  costs and expenses actually and reasonably incurred by him
in his  capacity as a director or officer or arising out of such  action,  if he
acted in good  faith and in a manner  he  reasonably  believed  to be in, or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. No
indemnification may be provided where the director,  officer,  employee or agent
has been adjudged by a court,  after exhaustion of all appeals,  to be liable to
the  corporation,  unless a court determines that the person is entitled to such
indemnity.

     Section  102(7) of the DGCL permits a corporation  to relieve its directors
from  personal  liability  for  monetary  damages  to  the  corporation  or  its
stockholders  for breaches of their fiduciary duty as directors except for (i) a
breach  of the  duty  of  loyalty,  (ii)  failure  to act in good  faith,  (iii)
intentional  misconduct  or knowing  violation of law, (iv) willful or negligent
violations  of  certain  provisions  of the  DGCL  (Sections  174,  160 and 173)
imposing certain  requirements with respect to stock purchases,  redemptions and
dividends or (v) any  transaction  from which the  director  derived an improper
personal benefit.

     The above provisions of the DGCL are non-exclusive.

     In addition to the above described provisions, the Company's certificate of
incorporation  relieves its directors  from  personal  liability for a breach of
fiduciary duty as a director as set forth in Section 102(7) of the DGCL.
     The  Company's  by-laws  provide that  directors,  officers,  employees and
agents  who have  been  successful  on the  merits  or  otherwise  in a civil or
criminal  action  referred  to in Section  145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

          It is the Company's  policy to enter into  indemnification  agreements
("Indemnification  Agreements")  with  its  directors,  some  of whom  are  also
executive  officers  ("Indemnified  Persons").  The  Indemnification  Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt  advancing of attorneys'  fees and all other costs,  expenses and
obligations  paid or incurred by the  Indemnified  Person in  connection  with a
Claim.
     A "Claim" consists of participation in any threatened, pending or completed
action,  or any inquiry or  investigation  that the  Indemnified  Person in good
faith  believes might lead to the  institution  of any such action,  and must be
related to the fact that the Indemnified  Person is or was a director,  officer,
employee,  agent or fiduciary of the Company or is or was serving at the request
of the Company in such a capacity for another entity.

     Additionally,  the  Indemnification  Agreements provide that if the Company
pays an  Indemnified  Person  pursuant to the  Indemnification  Agreements,  the
Company will be subrogated to the  Indemnified  Person's  rights to recover from
third parties.

     However,  the Indemnification  Agreements prohibit such indemnification (i)
in connection  with any Claim  initiated by the  Indemnified  Person against the
Company or any director or officer of the Company  unless the Company has joined
in or  consented  to the Claim or (ii) if the Board of Directors or other person
or body appointed by the Board of Directors determines that such indemnification
is not permitted under applicable law. In the event of such  determination,  the
Indemnified  Person  agrees to  reimburse  the Company for all amounts  that the
Company   has   advanced   to  the   Indemnified   Person  in  respect  of  such
indemnification.

     The  Indemnification  Agreements  also provide that if there is a change in
control of the  Company,  the  Company  will seek  legal  advice  from  special,
independent  counsel  selected  by the  Indemnified  Person and  approved by the
Company  with respect to matters  thereafter  arising  concerning  rights of the
Indemnified  Person  under  the  Agreement.  Additionally,  the  Indemnification
Agreements  provide that if there is a potential change in control,  the Company
will, upon written request of the  Indemnified  Person,  fund a trust to satisfy
expenses  reasonably  anticipated  to be  incurred  in  connection  with a Claim
relating to an indemnifiable  event.  The Company is not currently,  nor does it
expect to be, subject to a change in control.

     The Company has purchased an insurance policy indemnifying its officers and
directors and the officers and directors of its subsidiaries  against claims and
liabilities (with stated  exceptions) to which they may become subject by reason
of their positions with the Company as directors and officers.

     The  Commission has taken the position that although  indemnification  by a
Registrant for  liabilities  arising under the Securities Act may be provided as
described above,  such  indemnification  is unenforceable  because it is against
public  policy as expressed in the  Securities  Act.  Therefore,  if a director,
officer or  controlling  person  asserts such a claim for  indemnification,  the
Company will,  unless in the opinion of counsel for the Company the question has
previously been decided by controlling legal precedent, ask a court of competent
jurisdiction to determine whether such indemnification by it is unenforceable as
being against public policy as expressed in the Securities Act.

Item 7. Exemption from Registration Claimed.

        Not applicable.

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

     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).  

     24    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  to be held on January
     28, 1999

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                          (i)  to include any prospectus required
          by Section 10(a)(3) of the Securities Act;

                         (ii) to reflect in the  prospectus  any facts or events
          arising after the effective  date of this  Registration  Statement (or
          the most recent post-effective amendment thereof) which,  individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement;

                         (iii) to include any material  information with respect
          to  the  plan  of  distribution  not  previously   disclosed  in  this
          Registration  Statement or any material change to such  information in
          this Registration Statement;

               provided,  however, that the undertakings set forth in paragraphs
     (i) and (ii) above do not apply if the information  required to be included
     in a post-effective  amendment by those paragraphs is contained in periodic
     reports filed by the Registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are  incorporated  by reference in this  Registration
     Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new Registration  Statement relating to the Securities offered therein, and
     the  offering  of such  Securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from Registration by means of a post-effective amendment
     any of the Securities  being  registered  hereby which remain unsold at the
     termination of the offering.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
     Securities Act, each filing of the  Registrant's  annual report pursuant to
     Section  13(a) or 15(d) of the Exchange Act (and,  where  applicable,  each
     filing of an employee  benefit  plan's  annual  report  pursuant to Section
     15(d) of the  Exchange  Act),  that is  incorporated  by refer ence in this
     Registration  Statement shall be deemed to be a new Registration  Statement
     relating  to the  securities  offered  herein  and  the  offering  of  such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

          (e)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons of the Registrant  pursuant to the provisions referred to in Item 6
     of this  Registration  Statement,  or otherwise,  the  Registrant  has been
     advised that in the opinion of the Securities and Exchange  Commission such
     indemnification  is against  public policy as expressed in such Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  Registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being registered hereby, the Registrant will, unless in
     the  opinion of its  counsel  the matter  has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     such Act and will be governed by the final adjudication of such issue.

                                   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 31st day
of December, 1998.

                              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:     December 30, 1998   By:  /s/ Charles B. Johnson
                         Charles B. Johnson, President,
                         Chief Executive Officer and Director

Date:     December 30, 1998  By:  /s/ Harmon E. Burns
                         Harmon E. Burns, Executive Vice
                             President and Director

Date:     December 30, 1998   By:  /s/ Rupert H. Johnson
                         Rupert H. Johnson, Jr., Executive
                         Vice President and Director

Date:     December ___, 1998  By:
                         Charles E. Johnson, Senior Vice
                             President and Director

Date:     December 30, 1998  By:  /s/ Martin L. Flanagan
                         Martin L. Flanagan, Senior Vice
                         President and Chief Financial Officer

Date:     December 30, 1998  By:  /s/ Kenneth A. Lewis
                         Kenneth A. Lewis, Vice President and
                              Corporate Controller

Date:     December 24, 1998   By:  /s/ F. Warren Hellman
                         F. Warren Hellman, Director

Date:     December 23, 1998  By:  /s/ Harry O. Kline
                         Harry O. Kline, Director

Date:     December ___, 1998  By:
                         James A. McCarthy, Director

Date:     December 30, 1998  By:  /s/ Peter M. Sacerdote
                         Peter M. Sacerdote, Director

Date:     December 30, 1998  By:  /s/ Louis E. Woodworth
                         Louis E. Woodworth, Director

                                  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  to be held on January
     28, 1999