As filed with the Securities and Exchange Commission on
                       September 13, 1995
                                       Registration No. 33-______
                                
                                
               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.
                      UNIVERSAL STOCK PLAN
_________________________________________________________________
                      (Full Title of Plan)

                     Leslie M. Kratter, Esq.
                         Vice President,
                    Franklin Resources, Inc.
                   777 Mariners Island Blvd.,
                San Mateo, California 94404-1585
                         (415) 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
                        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          2,000,000    $55.625    $111,250,000  $38,362.07
_________________________________________________________________
(1) Plus such indeterminate number of shares pursuant to Rule 416
as may be issued in respect of stock splits, stock dividends and
similar transactions.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed maximum aggregate offering price and the registration
fee are based upon the average of the high and low prices per
share of the Registrant's Common Stock reported on the New York
Stock Exchange on September 8, 1995.
_________________________________________________________________

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to Rule 428(b) under the Securities Act of 1933, as
amended (the "Act"), information has been distributed to
participants of Franklin Resources, Inc.'s Universal Stock Plan
(the "Plan") relating to such 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.


                             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 Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:  (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994; (ii) the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended December 31, 1994, March 31,
1995 and June 30, 1995; and (iii) the Company's Current Reports
on Form 8-K dated January 24, 1995, April 7, 1995, April 28,
1995, and July 27, 1995.  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 and is also hereby 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 (the
"DGCL") is applicable to the officers, directors, employees and
agents of the Company ("Covered Persons") and provides certain
specific statutory rights and limitations on indemnification to
persons involved as plaintiff or defendant in actual or
threatened litigation or an investigation by reason of the status
of such person as an officer, director, employee or agent of a
corporation.  Indemnification of Covered Persons for judgments or
amounts paid in settlement in civil cases, including attorneys'
fees and other expenses is permitted, provided such action or
civil case is not brought by or IN THE RIGHT OF THE CORPORATION.
In such instance, a Covered Person seeking indemnification must
have acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation in
respect of the claim; or, in addition, in the case where a
Covered Person is seeking indemnification for fines and costs in
a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.

     Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or IN THE
RIGHT OF THE CORPORATION is also permitted but only where such
Covered Person shall not have been adjudged to be liable to the
Company unless a court determines that despite such finding of
liability, indemnification for such expenses is proper in view of
all the circumstances of the matter.

     The DGCL requires that a corporation indemnify a Covered
Person to the extent such Covered Person has been successful on
the merits in connection with any action described therein,
provides procedures for determining the merits of indemnification
by the corporation and permits an unsecured advance of expenses
prior to such determination upon a repayment undertaking by the
Covered Person if such person is not entitled to be so
indemnified.

     The above provisions are non-exclusive and indemnification
is also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise.  In addition, the DGCL
permits the procurement of officers and directors liability
insurance by a corporation to insure against various liabilities
even if indemnification of such liability may not otherwise be
permitted.

     In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty,
(ii) for failure to act in good faith, (iii) for intentional
misconduct or knowing violation of law, (iv) for violations of
Section 174 of the DGCL or (v) for any transaction from which the
director derived an improper personal benefit.  Section 174 of
the DGCL provides that directors shall, under certain
circumstances, be jointly and severally liable for willful or
negligent violations of Sections 160 and 173 of the DGCL.
Section 160 of the DGCL imposes certain requirements with respect
to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.

     The Company's by-laws also provide that directors and
certain other personnel of the Company shall be indemnified
against expenses and certain other liabilities arising out of
legal actions brought or threatened against them for their
conduct on behalf of the Company provided that each such person
acted in good faith and in a manner he reasonably believed was in
the Company's best interests.  Indemnification by the Company
under the by-laws is available in a criminal action only if such
person had no reasonable cause to believe that his conduct was
unlawful.  Detailed procedures are set forth in the by-laws for
the implementation of any such indemnification.

     The Company has also entered into indemnification agreements
(the "Indemnification Agreements") with its directors, some of
whom are also executive officers (the "Indemnified Persons")
which 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 (collectively,
"Expenses") paid or incurred by the Indemnified Person in
connection with the investigation, defending, being a witness or
otherwise participating in any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation that
the Indemnified Person in good faith believes might lead to the
institution of any such action, suit or proceeding (any of the
foregoing, a "Claim") 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 as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by a director in any such capacity.
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 when the Company has joined in or consented to
such Claim, or (ii) if the Board of Directors or other person or
body appointed by the Board of Directors (the "Reviewing Party")
determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires
the Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification.)

     The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to
the extent he is successful in defending any Claim, whether on
the merits or otherwise, and to partial indemnification if he is
entitled to indemnification for some, but not all, of such
Expenses, (ii) a mechanism through which the Indemnified Person
may seek court relief if the Reviewing Party determines that the
Indemnified Person would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification
under the Indemnification Agreements), (iii) that the Indemnified
Person is entitled to indemnification against all Expenses
incurred in seeking to collect an indemnity claim from the
Company or in seeking to recover under a directors' and officers'
liability insurance policy and (iv) that the Company has the
burden of proving that the Indemnified Person is not entitled to
indemnification in any particular case and that the termination
of any Claim by judgment, order, settlement or conviction shall
not create a presumption that the indemnification is not
permitted by applicable law.

     The Indemnification Agreements provide that in the event of
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 Indemnification Agreements.  Additionally, such
agreements provide that in the event of a potential change in
control, the Company will, upon written request of the
Indemnified Person, create and fund a trust to satisfy expenses
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 rights of the Indemnified Persons under the
Indemnification Agreements will not be exclusive of any rights
they may have under the DGCL, directors' and officers' liability
insurance, the Company's by-laws, or otherwise; however, the
Indemnification Agreements will not permit double payment.  The
Indemnification Agreements, while not requiring that the Company
maintain directors' and officers' liability insurance, do require
that the Indemnified Person be provided with full coverage under
any policy or policies actually obtained.  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 their parties.

     To the extent that the Board of Directors or the
stockholders of the Company may in the future wish to limit or
repeal the ability of the Company to indemnify directors or other
persons, such repeal or limitation will not affect the
indemnification of the Indemnified Persons under the
Indemnification Agreements referred to above, since their rights
to full protection are contractually assured by the
Indemnification Agreements.

     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 Company has been advised that the Commission has taken
the position that, insofar as indemnification by a registrant for
liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company
pursuant to the foregoing agreements or provisions, such
indemnification is against public policy as expressed in the
Securities Act and, therefore, is unenforceable.  If a claim for
indemnification for any liability arising under the Securities
Act is asserted against the Company by a director, officer or
controlling person, the Company, unless in the opinion of counsel
for the Company the question has theretofore been decided by
controlling precedent will, before making such indemnification,
submit to a court of competent jurisdiction the question whether
such indemnification by it is unenforceable as being against
public policy as expressed in the Securities Act, and will be
governed by the final adjudication of such issue.



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")

     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

     4(f)     Franklin Resources, Inc. Universal Stock Plan,
              incorporated by reference to Exhibit "B" to
              Registrant's Proxy Statement filed electronically
              on December 29, 1993

     4(g)     Form of Restricted Stock Agreement

     4(h)     Form of Incentive Stock Option Agreement

     4(i)     Form of Non-Qualified Stock Option Agreement

     5        Opinion and Consent of Weil, Gotshal & Manges,
              dated September 12, 1995.

     23(a)    Consent of Coopers & Lybrand L.L.P. dated
              September 12, 1995.

     23(b)    Consent of Weil, Gotshal & Manges (included in
              Exhibit 5).

     24       Power of attorney (included in the signature pages
              to this Registration Statement).




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 15 of this registra
     tion 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 30th day of August, 1995.


                              FRANKLIN RESOURCES, INC.


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


     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 follow
ing persons in the capacities and on the dates indicated.



/s/ Charles B. Johnson    Chairman and Chief      August 30, 1995
Charles B. Johnson        Executive Officer,
                          Principal Executive
                          Officer and Director


/s/ Martin L. Flanagan    Senior Vice President,  August 30, 1995
Martin L. Flanagan        Principal Financial
                          Officer and Principal
                          Accounting Officer





/s/ Rupert H. Johnson, Jr.Executive Vice          August 30, 1995
Rupert H. Johnson, Jr.    President and Director



/s/ Harmon E. Burns       Executive Vice          August 30, 1995
Harmon E. Burns           President-Legal and
                          Administrative, Secretary
                          and Director


/s/ Charles E. Johnson    Senior Vice President   August 30, 1995
Charles E. Johnson        and Director


/s/ Judson R. Grosvenor   Director                August 30, 1995
Judson R. Grosvenor



/s/ F. Warren Hellman     Director                August 30, 1995
F. Warren Hellman



/s/ Harry O. Kline        Director                August 18, 1995
Harry O. Kline



/s/ Louis E. Woodworth    Director                August 18, 1995
Louis E. Woodworth



/s/ Peter M. Sacerdote    Director                August 24, 1995
Peter M. Sacerdote





                          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")

     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

     4(f)     Franklin Resources, Inc. Universal Stock Plan,
              incorporated by reference to Exhibit "B" to
              Registrant's Proxy Statement filed electronically
              on December 29, 1993

     4(g)     Form of Restricted Stock Agreement

     4(h)     Form of Incentive Stock Option Agreement

     4(i)     Form of Non-Qualified Stock Option Agreement

     5        Opinion and Consent of Weil, Gotshal & Manges,
              dated September 12, 1995.

     23(a)    Consent of Coopers & Lybrand L.L.P. dated
              September 12, 1995.

     23(b)    Consent of Weil, Gotshal & Manges (included in
              Exhibit 5).

     24       Power of attorney (included in the signature pages
              to this Registration Statement).


                          EXHIBIT 4(g)

                    FRANKLIN RESOURCES, INC.
                RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this "Agreement") is made
with respect to an award under the Company's Annual Incentive
Plan for the fiscal year ended September 30, ____ between
Franklin Resources, Inc. (the "Company") and __________________
______________________ ("Participant").

                           WITNESSETH:

     WHEREAS, the Company has adopted the Franklin Resources,
Inc. Universal Stock Plan (the "Plan") authorizing the grant of
common stock of the Company ("Stock") to eligible individuals in
connection with the performance of services for the Company and
its Subsidiaries, as defined in said Plan, which is incorporated
herein by this reference; and

     WHEREAS, the Company recognizes the efforts of Participant
on behalf of the Company and its Subsidiaries and desires to
motivate Participant in Participant's work and provide an
inducement to remain in the service of the Company and its
Subsidiaries; and

     WHEREAS, the Company has determined that it would be to the
advantage and in the interest of the Company and its shareholders
to award the Stock provided for in this Agreement to Participant,
subject to restrictions, as a reward and an incentive for
increased efforts and successful achievements;

     NOW, THEREFORE, in consideration of the foregoing premises
and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

     1.   Restricted Stock Award.  On or about _________________,
the Company has issued to Participant ________ shares of Stock,
subject to the rights of and limitations on Participant as owner
thereof as set forth in this Agreement.  Such shares will be
issued in book entry form and maintained on the books of the Bank
of New York, the Company's transfer agent, or any successor
thereto.  Participant shall execute a blank stock power to be
held by the Company for the periods set forth in paragraph 3
hereof.  All shares of Stock issued hereunder shall be deemed
issued to Participant as fully paid and non assessable shares,
and Participant shall have all rights of a shareholder with
respect thereto, including the right to vote, to receive
dividends (including stock dividends), to participate in stock
splits or other recapitalizations, and to exchange such shares in
a merger, consolidation or other reorganization.  The Company
shall pay any applicable stock transfer taxes.  Participant
hereby acknowledges that Participant is acquiring the Stock
issued hereunder for investment and not with a view to the
distribution thereof, and that Participant does not intend to
subdivide Participant's interest in the Stock with any other
person.

     2.   Transfer Restriction.  No Stock issued to Participant
hereunder shall be sold, transferred by gift, pledged,
hypothecated, or otherwise transferred or disposed of by
Participant prior to the date on which it becomes vested under
paragraph 3.  This paragraph shall not preclude the Participant
from exchanging the Stock awarded hereunder pursuant to a cash or
stock tender offer, merger, reorganization or consolidation.
Notwithstanding the foregoing, any securities (including stock
dividends and stock splits) received with respect to shares of
Stock which are not yet vested under paragraph 3 shall be subject
to the provisions of this Agreement in the same manner and shall
become fully vested at the same time as the Stock with respect to
which such additional securities were issued.

     3.   Vesting.
     (a)  Participant's interest in the Stock awarded under
paragraph 1 shall become vested and nonforfeitable in accordance
with the schedule attached as Exhibit "A" so long as Participant
remains a full-time employee of the Company or a Subsidiary.
Upon vesting, the Company shall, within thirty (30) days of such
vesting, deliver to Participant the certificates evidencing the
nonforfeitable shares, provided the withholding requirements of
paragraph 4 have been satisfied.

     (b)  If Participant ceases to be a full-time employee of the
Company or any of its Subsidiaries for any reason other than
death or disability (as described in subparagraph (c)), all
shares of Stock to the extent not yet vested under subparagraph
(a) on the date Participant ceases to be a full-time employee
shall be forfeited by Participant without payment of any
consideration to Participant therefor.  Any shares of Stock so
forfeited shall be canceled and returned to the status of
authorized but unissued shares or may be retained by the Company
as Treasury Stock.

     (c)  If Participant dies or becomes disabled (within the
meaning of Section 22(e)(3) of the Internal Revenue Code) while a
full-time employee of the Company or any of its Subsidiaries,
Participant's interest in all shares of Stock awarded hereunder
shall become fully vested and nonforfeitable as of the date of
death or termination of employment on account of such disability.


     4.   Withholding of Taxes.  Participant shall pay the
Company (or the Subsidiary that employs Participant) the amount
necessary to satisfy any and all applicable federal, state, and
local income and employment tax withholding requirements.  If
Participant fails to pay such taxes or at Participant's request,
the Committee, in its sole discretion, may withhold the required
amount from other payments due to Participant or may withhold
shares of Stock necessary to satisfy any such requirements.  If
Participant is an "insider" subject to the short swing trading
rules of Section 16(b) of the Securities Exchange Act of 1934 and
becomes obligated to the Company thereunder, such withholding of
shares shall be mandatory.  Any shares withheld to satisfy such
withholding requirements shall not be available for subsequent
grants under the Plan.

     5.   No Effect On Terms Of Employment.  NOTHING IN THIS
AGREEMENT SHALL AFFECT THE RIGHT OF THE COMPANY (OR SUBSIDIARY
WHICH EMPLOYS PARTICIPANT) TO TERMINATE OR CHANGE THE TERMS OF
EMPLOYMENT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, WITH OR
WITHOUT CAUSE.  NEITHER THE COMPANY, NOR ANY SUBSIDIARY IS BY
REASON OF THIS AGREEMENT OBLIGATED IN ANY FASHION TO CONTINUE
PARTICIPANT'S EMPLOYMENT.

     6.   Successors.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and
assigns.  Nothing contained in the Plan or this Agreement shall
be interpreted as imposing any liability on the Company or the
Committee in favor of any Participant or any purchaser or other
transferee of Stock with respect to any loss, cost or expense
which such Participant or purchaser may incur in connection with,
or arising out of any transaction involving any shares of Stock
subject to the Plan or this Agreement.

     7.   Notice.  Any notice or other paper required to be given
or sent pursuant to the terms of this Agreement shall be
sufficiently given or served hereunder to any party when
transmitted by registered or certified mail, return receipt
requested, postage prepaid, addressed to the party to be served
as follows:

     Company:       Franklin Resources, Inc.
                    777 Mariners Island Blvd.
                    San Mateo, CA   94404-1585
                    Attention: Harmon E. Burns

     Participant:   At Participant's address as it appears under
                    Participant's signature to this Agreement, or
                    to such other address as Participant may
                    specify in writing to the Company.

Any party may designate another address for receipt of notices so
long as notice is given in accordance with this paragraph.

     8.   Integration.  The terms of the Plan and this Agreement
are intended by the Company and the Participant to be the final
expression of their agreement with respect to the shares of Stock
and other amounts received under the Plan and may not be
contradicted by evidence of any prior or contemporaneous
agreement.  The Company and Participant further intend that the
Plan and this Agreement shall constitute the complete and
exclusive statement of their terms and that no extrinsic evidence
whatsoever may be introduced in any arbitration, judicial,
administrative or other legal proceeding involving the Plan or
this Agreement.  Accordingly, the Plan and this Agreement contain
the entire understanding between the parties and supersede all
prior oral, written and implied agreements, understandings,
commitments and practices among the parties.

     9.   Waivers.  Any failure to enforce any terms or
conditions of the Plan or this Agreement by the Company or by
Participant shall not be deemed a waiver of that term or
condition, nor shall any waiver or relinquishment of any right or
power for all or any other times.

     10.  Severability of Provisions.  If any provision of the
Plan or this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other
provision thereof; and the Plan and this Agreement shall be
construed and enforced as if neither of them included such
provision.

     11.  Committee Decisions Conclusive.  All decisions of the
Committee arising under the Plan or under this Agreement shall be
conclusive.

     12.  Mandatory Arbitration.  Any dispute arising out of or
relating to this Agreement, including its meaning or
interpretation, shall be resolved solely by arbitration before an
arbitrator selected in accordance with the rules of the American
Arbitration Association.  The location for the arbitration shall
be in San Mateo, California.  Judgment on the award rendered may
be entered in any court having jurisdiction.  Each party shall
pay an equal share of the arbitrator's fees.  All statutes of
limitation which would otherwise be applicable shall apply to any
arbitration proceeding under this paragraph.  The provisions of
this paragraph are intended by Participant and Company to be
exclusive for all purposes and applicable to any and all disputes
arising out of or relating to this Agreement.  The arbitrator who
hears and decides any dispute shall have jurisdiction and
authority only to award compensatory damages to make whole a
person or entity sustaining foreseeable economic damages, and,
shall not have jurisdiction and authority to make any other award
of any type, including without limitation, punitive damages,
unforeseeable economic damage, damages for pain, suffering or
emotional distress, or any other kind or form of damages.  The
remedy, if any, awarded by the arbitrator shall be the sole and
exclusive remedy for any dispute which is subject to arbitration
under this paragraph.

     13.  California Law.  The Plan and this Agreement shall be
construed and enforced according to the laws of the State of
California to the extent not preempted by the federal laws of the
United States of America.


     IN WITNESS WHEREOF, the parties hereto have duly executed
this Restricted Stock Award Agreement.  Participant also hereby
acknowledges receipt of a copy of the Universal Stock Plan.


                    FRANKLIN RESOURCES, INC.
                                
                                
           By:  _____________________________________
                     (Officer), Its (Title)
                                
                                
                                
            _________________________________________
                      Participant Signature
                                
                       (Participant Name)
                            (Address)
                            (Address)
                                















                           EXHIBIT "A"




          (1)  On September 30, _____, _______ shares of
     Stock awarded hereunder shall become fully vested and
     nonforfeitable.
          
          
          (2)  On September 30, _____ an additional _______
     of the number of shares of Stock awarded hereunder
     shall become fully vested and nonforfeitable.
          
          
          (3)  On September 30, _____ an additional _______
     of the number of shares of Stock awarded hereunder
     shall become fully vested and nonforfeitable.





                    __________________________________________
                    (Participant Name)
                    Participant








                        POWER OF ATTORNEY
                 TO SELL AND TRANSFER SECURITIES
                  IN THE EVENT OF PARTICIPANT'S
                    TERMINATION OF EMPLOYMENT
                      PRIOR TO VESTING DATE




                   Description of Securities:

        _____ shares of the $.10 par value Common Stock of
   Franklin Resources, Inc. (the "Corporation") (the
   "Shares") in book entry form.
     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto Franklin Resources, Inc. the Shares standing in
the name of the undersigned on the books of the Corporation and
hereby irrevocably constitutes and appoints Franklin Resources,
Inc. the Attorney of the undersigned to transfer the said Shares
on the books of the Corporation with full power of substitution
in the premises.



Date:  ___________________    X_______________________________
                                  (Participant Name)










                          EXHIBIT 4(h)

Option Grant #____
                                
                    FRANKLIN RESOURCES, INC.
                                
                      UNIVERSAL STOCK PLAN
                                
             INCENTIVE STOCK OPTION GRANT AGREEMENT


     FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants to ______________________ (the
"Optionee") an option (the "Option") to purchase a total of
____________________________ (______) shares of the $.10 par
value Common Stock of the Company (the "Shares"), at a price of
U.S. $________ per share (the "Option Price").

     1.   Nature of the Option.  The Option is granted pursuant
and subject to all the terms of the Company's Universal Stock
Plan (the "Plan") and, unless the context otherwise requires,
terms used herein shall have the same meanings as in the Plan.
This option is intended to satisfy the requirements of Section
422 of the Internal Revenue Code of 1986 (the "Code"), as
amended.  Determinations made in connection with the Option
pursuant to the Plan shall be governed by the Plan as it exists
on the date of grant.  In the event of any inconsistency or
conflict between this Stock Option Grant Agreement (this
"Agreement") and the Plan, the terms of the Plan shall govern.

     2.   Other Options.  The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.

     3.   Exercise of Option.  The Optionee may exercise the
Option for all or any part of  the Shares covered by the Option
on or after ________________ and while the Optionee continues to
be an Employee (as defined herein) up to and including
___________________, (the "Option Period").  Exercise of the
Option is subject to the terms and conditions of Paragraphs 5, 6
and 7 as appropriate if the Optionee ceases for any reason to be
employed by the Company or any Subsidiary as provided therein.

     4.   Method of Exercise.  The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising
the Option, and shall be delivered in person or by certified
mail, return receipt (or equivalent documented delivery method)
to the Company at its principal executive offices, which are
presently located at 777 Mariners Island Blvd., San Mateo,
California, U.S.A.  The written notice shall be accompanied by
payment in full in United States Dollars of the Option Price for
such Shares.  The Company shall, in accordance with the Plan,
deliver a certificate or certificates representing such Shares as
soon as practicable after such notice and payment shall have been
received.  The certificate or certificates for the Shares as to
which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option and
shall be delivered as provided above to or upon the written order
of the person or persons exercising the Option.  If the Option is
being exercised by a person or persons other than the Optionee
(if permitted hereunder), such notice shall be accompanied by
appropriate proof of the right of such person or persons to
exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.

     5.   Termination of Employment.  If the Optionee ceases to
be employed by the Company or any Subsidiary for any reason,
other than as the result of death or total and permanent
disability (as provided for in Sections 6 and 7 below), the
Option shall terminate.

     6.   Disability of the Optionee.  If the Optionee is unable
to continue his or her employment with the Company or a
Subsidiary as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
Company's long term disability policy applicable to such
Optionee), the Optionee may, but only within one hundred eighty
(180) days from the date of termination of employment (the
"Disability Extension Period"), exercise the Option in full or in
part, even if the right to exercise shall not have otherwise
accrued at the date of such total and permanent disability.  All
rights to exercise the Option shall expire and be of no further
force or effect after the Disability Extension Period.
Notwithstanding the foregoing, the Option may not be exercised
later than the scheduled expiration date provided for in Section
3 above.

     7.   Death of Optionee.  In the event of the death of an
Optionee, during the Option Period provided for in Section 3
above, who at the time of such death shall have been in
Continuous Status as an Employee since the date of grant of the
Option, the Option may be exercised in full or in part, at any
time, not in excess of one hundred eighty (180) days following
such death (the "Death Extension Period"), even if the right to
exercise shall not have otherwise accrued at the date of death,
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the case may
be.  All rights to exercise the Option shall expire and be of no
further force or effect after the Death Extension Period.
Notwithstanding the foregoing, the Death Extension Period shall
be no later than the scheduled expiration date provided for in
Section 3 above.

     8.   Adjustments.  Exercise of the Option, as provided for
above, may be made in full or in part, except that, in the event
of an adjustment in the number of shares covered by this Option,
as provided for in the Plan, resulting in other than a whole
number of shares, then the Option may not be exercised for a
fraction of a share, but shall be deemed to be for the nearest
whole number of shares following standard rounding principles.
Payments hereunder shall be rounded to the nearest cent following
standard rounding principles.

     9.   Withholding.  Upon the exercise of the Option or any
installment thereof, the Optionee hereby agrees that such
exercise will not be effective and that no Shares will become
transferable to the Optionee, until the Optionee makes
appropriate arrangements for any income tax withholding as may be
required by applicable law on account of such exercise.

     10.  Non-transferability, No Obligation to Exercise of
Option.  The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by the
Optionee.  The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it.  The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

     11.  No Obligation To Continue Employment.  NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY REASON OF THE OPTION, OBLIGATED
TO CONTINUE THE OPTIONEE IN EMPLOYMENT.

     12.  Conditions Upon Issuance of Shares.  The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.  As a condition to the grant, the Company may require
the person receiving  the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

     13.  No Rights as a Stockholder Until Exercise.  The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option unless and until a stock certificate
therefor has been delivered to the Optionee and payment in full
for such certificate has been received by the Company. No
adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.

     14.  Early Dispositions.  The Optionee agrees, as partial
consideration for the designation of the Option as an incentive
stock option under Section 422 of the Code, to notify the Company
in writing within thirty days of any disposition of any Shares
acquired by exercise of this Option if such disposition occurs
within two years from the Grant Date or within one year from the
date Optionee purchased such shares by exercise of this Option.

     15.  Supplementary Definitions.  The following terms used
herein shall have the following meaning:

          "Continuous Status as an Employee"  shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of sick leave, military leave,
or any other approved leave of absence.

          "Employee" shall mean any person, including officers
and directors, who is an employee of the Company or any
Subsidiary of the Company, which now exists or is hereafter
organized or is acquired by the Company.  The payment of a
director's fee by the Company or a Subsidiary shall not be
sufficient to constitute "employment".

     16.  Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.

Date of Grant:  _________________

                                   FRANKLIN RESOURCES, INC.


                              By:  ______________________________
                                    Harmon Burns
                              Title:Executive Vice President

     The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such
Optionee is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board or of the Committee upon any questions arising under
the Plan.

Dated:

                         ____________________________________
                         (Optionee Signature)



                        Exhibit  "A"

                NOTICE OF EXERCISE OF OPTION



                        Option Grant #________



Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn:  Harmon E. Burns, Esq.

Gentlemen:

This  Notice  is  to inform you that the undersigned  hereby
elects  to  exercise his/her option granted February 6, 1995
pursuant to a Stock Option Grant Agreement  under the Franklin
Resources, Inc. Universal Stock Plan.

By  this  Notice, the undersigned hereby elects to  exercise the
foregoing  option as to _______ shares  at  the  option price of
_________ per share for a total of U. S. $__________.

Payment in U.S. dollars is enclosed herewith.

Unless  I  indicate otherwise below, please issue  a  single
certificate  for the total number of shares being  purchased as
follows:
     ____________________________________________________
     ____________________________________________________
     ____________________________________________________
     
Please  have  certificate(s)  for  these  shares  issued  as
follows:
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     
Sincerely,


__________________________________ ________________
Signature of Optionee              Date





                          EXHIBIT 4(i)

Option Grant #____
                                
                    FRANKLIN RESOURCES, INC.
                                
                      UNIVERSAL STOCK PLAN
                                
                  STOCK OPTION GRANT AGREEMENT


     FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants to __________________ (the "Optionee")
an option (the "Option") to purchase a total of
_____________________________________ (______) shares of the $.10
par value Common Stock of the Company (the "Shares"), at a price
of U.S. $______ per share (the "Option Price").

     1.   Nature of the Option.  The Option is granted pursuant
and subject to all the terms of the Company's Universal Stock
Plan (the "Plan") and, unless the context otherwise requires,
terms used herein shall have the same meanings as in the Plan.
Determinations made in connection with the Option pursuant to the
Plan shall be governed by the Plan as it exists on the date of
grant.  In the event of any inconsistency or conflict between
this Stock Option Grant Agreement (this "Agreement") and the
Plan, the terms of the Plan shall govern.

     2.   Other Options.  The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.

     3.   Exercise of Option.  The Optionee may exercise the
Option for all or any part of  the Shares covered by the Option
on or after _______________ and while the Optionee continues to
be an Employee (as defined herein) up to and including
_______________, (the "Option Period").  Exercise of the Option
is subject to the terms and conditions of Paragraphs 5, 6 and 7
as appropriate if the Optionee ceases for any reason to be
employed by the Company or any Subsidiary as provided therein.

     4.   Method of Exercise.  The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising
the Option, and shall be delivered in person or by certified
mail, return receipt (or equivalent documented delivery method)
to the Company at its principal executive offices, which are
presently located at 777 Mariners Island Blvd., San Mateo,
California, U.S.A.  The written notice shall be accompanied by
payment in full in United States Dollars of the Option Price for
such Shares.  The Company shall, in accordance with the Plan,
deliver a certificate or certificates representing such Shares as
soon as practicable after such notice and payment shall have been
received.  The certificate or certificates for the Shares as to
which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option and
shall be delivered as provided above to or upon the written order
of the person or persons exercising the Option.  If the Option is
being exercised by a person or persons other than the Optionee
(if permitted hereunder), such notice shall be accompanied by
appropriate proof of the right of such person or persons to
exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.

     5.   Termination of Employment.  If the Optionee ceases to
be employed by the Company or any Subsidiary for any reason,
other than as the result of death or total and permanent
disability (as provided for in Sections 6 and 7 below), the
Option shall terminate.

     6.   Disability of the Optionee.  If the Optionee is unable
to continue his or her employment with the Company or a
Subsidiary as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
Company's long term disability policy applicable to such
Optionee), the Optionee may, but only within one hundred eighty
(180) days from the date of termination of employment (the
"Disability Extension Period"), exercise the Option in full or in
part, even if the right to exercise shall not have otherwise
accrued at the date of such total and permanent disability.  All
rights to exercise the Option shall expire and be of no further
force or effect after the Disability Extension Period.
Notwithstanding the foregoing, the Option may not be exercised
later than the scheduled expiration date provided for in Section
3 above.

     7.   Death of Optionee.  In the event of the death of an
Optionee, during the Option Period provided for in Section 3
above, who at the time of such death shall have been in
Continuous Status as an Employee since the date of grant of the
Option, the Option may be exercised in full or in part, at any
time, not in excess of one hundred eighty (180) days following
such death (the "Death Extension Period"), even if the right to
exercise shall not have otherwise accrued at the date of death,
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the case may
be.  All rights to exercise the Option shall expire and be of no
further force or effect after the Death Extension Period.
Notwithstanding the foregoing, the Death Extension Period shall
be no later than the scheduled expiration date provided for in
Section 3 above.

     8.   Adjustments.  Exercise of the Option, as provided for
above, may be made in full or in part, except that, in the event
of an adjustment in the number of shares covered by this Option,
as provided for in the Plan, resulting in other than a whole
number of shares, then the Option may not be exercised for a
fraction of a share, but shall be deemed to be for the nearest
whole number of shares following standard rounding principles.
Payments hereunder shall be rounded to the nearest cent following
standard rounding principles.

     9.   Withholding.  Upon the exercise of the Option or any
installment thereof, the Optionee hereby agrees that such
exercise will not be effective and that no Shares will become
transferable to the Optionee, until the Optionee makes
appropriate arrangements for any income tax withholding as may be
required by applicable law on account of such exercise.

     10.  Non-transferability, No Obligation to Exercise of
Option.  The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by the
Optionee.  The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it.  The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

     11.  No Obligation To Continue Employment.  NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY REASON OF THE OPTION, OBLIGATED
TO CONTINUE THE OPTIONEE IN EMPLOYMENT.

     12.  Conditions Upon Issuance of Shares.  The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.  As a condition to the grant, the Company may require
the person receiving  the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

     13.  No Rights as a Stockholder Until Exercise.  The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option unless and until a stock certificate
therefor has been delivered to the Optionee and payment in full
for such certificate has been received by the Company. No
adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.

     14.  Supplementary Definitions.  The following terms used
herein shall have the following meaning:

          "Continuous Status as an Employee"  shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of sick leave, military leave,
or any other approved leave of absence.

          "Employee"  shall mean any person, including officers
and directors, who is an employee of the Company or any
Subsidiary of the Company, which now exists or is hereafter
organized or is acquired by the Company.  The payment of a
director's fee by the Company or a Subsidiary shall not be
sufficient to constitute "employment".

     15.  Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.

Date of Grant:  _________________

                                   FRANKLIN RESOURCES, INC.

                              By:  ______________________________
                                    Harmon Burns
                              Title:Executive Vice President

     The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such
Optionee is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board or of the Committee upon any questions arising under
the Plan.



                              ___________________________________
                              (Optionee Signature)







                          Exhibit  "A"
                                
                  NOTICE OF EXERCISE OF OPTION
                                
                                
                                
                    Option Grant #__________
                                
                                
                                
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn:  Harmon E. Burns, Esq.

Gentlemen:

This  Notice  is  to inform you that the undersigned  hereby
elects  to  exercise his/her option granted February 6, 1995
pursuant to a Stock Option Grant Agreement  under the Franklin
Resources, Inc. Universal Stock Plan.

By  this  Notice, the undersigned hereby elects to  exercise the
foregoing  option as to _______ shares  at  the  option price of
_________ per share for a total of U. S. $__________.

Payment in U.S. dollars is enclosed herewith.

Unless  I  indicate otherwise below, please issue  a  single
certificate  for the total number of shares being  purchased as
follows:
     ____________________________________________________
     ____________________________________________________
     ____________________________________________________
     
Please  have  certificate(s)  for  these  shares  issued  as
follows:
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     
Sincerely,


_______________________________    ________________
Signature of Optionee              Date





                                                  Exhibit 5

          Opinion and Consent of Weil, Gotshal & Manges
                                
                                
                                
                                
                                
                                
                       September 12, 1995
                                

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

Gentlemen:

     We have acted as counsel to Franklin Resources, Inc. (the
"Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on the date
hereof with respect to 2,000,000 shares of common stock of the
Company, par value $0.10 per share (the "Common Stock"), being
registered in connection with the Company's Universal Stock 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 natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as
certified 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.

     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, rights or
awards granted and to be granted under the Plan will be, when
issued and paid for upon such exercise 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.

     The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein.
Except as noted above, this opinion may not be used or relied
upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior
written consent.



                                   Very truly yours,


                                   /s/ Weil, Gotshal & Manges
                                   Weil, Gotshal & Manges








                                                  Exhibit 23(a)










                 CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this Registration

Statement of Franklin Resources, Inc. on Form S-8 of our report

dated December 2, 1994, on our audits of the consolidated

financial statements and financial statement schedules of

Franklin Resources, Inc.



                                    /s/ Coopers & Lybrand, L.L.P.
                                    COOPERS & LYBRAND L.L.P.




San Francisco, California
September 12, 1995







                                                  Exhibit 23(b)


                CONSENT OF WEIL, GOTSHAL & MANGES
                                
                     (included in Exhibit 5)
                                
                                
                                
                                
                                
                                
                                
                                                  Exhibit 24
                                
                                
                        Power of Attorney
                                
(included in the signature pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 68971}]
{"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": "033-62593", "film-number": "95573411"}, "business-address": {"street1": "777 MARINERS ISLAND BLVD", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4155703000"}}
As filed with the Securities and Exchange Commission on
                       September 13, 1995
                                       Registration No. 33-______
                                
                                
               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.
                      UNIVERSAL STOCK PLAN
_________________________________________________________________
                      (Full Title of Plan)

                     Leslie M. Kratter, Esq.
                         Vice President,
                    Franklin Resources, Inc.
                   777 Mariners Island Blvd.,
                San Mateo, California 94404-1585
                         (415) 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
                        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          2,000,000    $55.625    $111,250,000  $38,362.07
_________________________________________________________________
(1) Plus such indeterminate number of shares pursuant to Rule 416
as may be issued in respect of stock splits, stock dividends and
similar transactions.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed maximum aggregate offering price and the registration
fee are based upon the average of the high and low prices per
share of the Registrant's Common Stock reported on the New York
Stock Exchange on September 8, 1995.
_________________________________________________________________

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to Rule 428(b) under the Securities Act of 1933, as
amended (the "Act"), information has been distributed to
participants of Franklin Resources, Inc.'s Universal Stock Plan
(the "Plan") relating to such 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.

                             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 Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:  (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994; (ii) the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended December 31, 1994, March 31,
1995 and June 30, 1995; and (iii) the Company's Current Reports
on Form 8-K dated January 24, 1995, April 7, 1995, April 28,
1995, and July 27, 1995.  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 and is also hereby 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 (the
"DGCL") is applicable to the officers, directors, employees and
agents of the Company ("Covered Persons") and provides certain
specific statutory rights and limitations on indemnification to
persons involved as plaintiff or defendant in actual or
threatened litigation or an investigation by reason of the status
of such person as an officer, director, employee or agent of a
corporation.  Indemnification of Covered Persons for judgments or
amounts paid in settlement in civil cases, including attorneys'
fees and other expenses is permitted, provided such action or
civil case is not brought by or IN THE RIGHT OF THE CORPORATION.
In such instance, a Covered Person seeking indemnification must
have acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation in
respect of the claim; or, in addition, in the case where a
Covered Person is seeking indemnification for fines and costs in
a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.

     Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or IN THE
RIGHT OF THE CORPORATION is also permitted but only where such
Covered Person shall not have been adjudged to be liable to the
Company unless a court determines that despite such finding of
liability, indemnification for such expenses is proper in view of
all the circumstances of the matter.

     The DGCL requires that a corporation indemnify a Covered
Person to the extent such Covered Person has been successful on
the merits in connection with any action described therein,
provides procedures for determining the merits of indemnification
by the corporation and permits an unsecured advance of expenses
prior to such determination upon a repayment undertaking by the
Covered Person if such person is not entitled to be so
indemnified.

     The above provisions are non-exclusive and indemnification
is also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise.  In addition, the DGCL
permits the procurement of officers and directors liability
insurance by a corporation to insure against various liabilities
even if indemnification of such liability may not otherwise be
permitted.

     In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty,
(ii) for failure to act in good faith, (iii) for intentional
misconduct or knowing violation of law, (iv) for violations of
Section 174 of the DGCL or (v) for any transaction from which the
director derived an improper personal benefit.  Section 174 of
the DGCL provides that directors shall, under certain
circumstances, be jointly and severally liable for willful or
negligent violations of Sections 160 and 173 of the DGCL.
Section 160 of the DGCL imposes certain requirements with respect
to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.

     The Company's by-laws also provide that directors and
certain other personnel of the Company shall be indemnified
against expenses and certain other liabilities arising out of
legal actions brought or threatened against them for their
conduct on behalf of the Company provided that each such person
acted in good faith and in a manner he reasonably believed was in
the Company's best interests.  Indemnification by the Company
under the by-laws is available in a criminal action only if such
person had no reasonable cause to believe that his conduct was
unlawful.  Detailed procedures are set forth in the by-laws for
the implementation of any such indemnification.

     The Company has also entered into indemnification agreements
(the "Indemnification Agreements") with its directors, some of
whom are also executive officers (the "Indemnified Persons")
which 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 (collectively,
"Expenses") paid or incurred by the Indemnified Person in
connection with the investigation, defending, being a witness or
otherwise participating in any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation that
the Indemnified Person in good faith believes might lead to the
institution of any such action, suit or proceeding (any of the
foregoing, a "Claim") 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 as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by a director in any such capacity.
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 when the Company has joined in or consented to
such Claim, or (ii) if the Board of Directors or other person or
body appointed by the Board of Directors (the "Reviewing Party")
determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires
the Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification.)

     The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to
the extent he is successful in defending any Claim, whether on
the merits or otherwise, and to partial indemnification if he is
entitled to indemnification for some, but not all, of such
Expenses, (ii) a mechanism through which the Indemnified Person
may seek court relief if the Reviewing Party determines that the
Indemnified Person would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification
under the Indemnification Agreements), (iii) that the Indemnified
Person is entitled to indemnification against all Expenses
incurred in seeking to collect an indemnity claim from the
Company or in seeking to recover under a directors' and officers'
liability insurance policy and (iv) that the Company has the
burden of proving that the Indemnified Person is not entitled to
indemnification in any particular case and that the termination
of any Claim by judgment, order, settlement or conviction shall
not create a presumption that the indemnification is not
permitted by applicable law.

     The Indemnification Agreements provide that in the event of
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 Indemnification Agreements.  Additionally, such
agreements provide that in the event of a potential change in
control, the Company will, upon written request of the
Indemnified Person, create and fund a trust to satisfy expenses
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 rights of the Indemnified Persons under the
Indemnification Agreements will not be exclusive of any rights
they may have under the DGCL, directors' and officers' liability
insurance, the Company's by-laws, or otherwise; however, the
Indemnification Agreements will not permit double payment.  The
Indemnification Agreements, while not requiring that the Company
maintain directors' and officers' liability insurance, do require
that the Indemnified Person be provided with full coverage under
any policy or policies actually obtained.  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 their parties.

     To the extent that the Board of Directors or the
stockholders of the Company may in the future wish to limit or
repeal the ability of the Company to indemnify directors or other
persons, such repeal or limitation will not affect the
indemnification of the Indemnified Persons under the
Indemnification Agreements referred to above, since their rights
to full protection are contractually assured by the
Indemnification Agreements.

     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 Company has been advised that the Commission has taken
the position that, insofar as indemnification by a registrant for
liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company
pursuant to the foregoing agreements or provisions, such
indemnification is against public policy as expressed in the
Securities Act and, therefore, is unenforceable.  If a claim for
indemnification for any liability arising under the Securities
Act is asserted against the Company by a director, officer or
controlling person, the Company, unless in the opinion of counsel
for the Company the question has theretofore been decided by
controlling precedent will, before making such indemnification,
submit to a court of competent jurisdiction the question whether
such indemnification by it is unenforceable as being against
public policy as expressed in the Securities Act, and will be
governed by the final adjudication of such issue.

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")

     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

     4(f)     Franklin Resources, Inc. Universal Stock Plan,
              incorporated by reference to Exhibit "B" to
              Registrant's Proxy Statement filed electronically
              on December 29, 1993

     4(g)     Form of Restricted Stock Agreement

     4(h)     Form of Incentive Stock Option Agreement

     4(i)     Form of Non-Qualified Stock Option Agreement

     5        Opinion and Consent of Weil, Gotshal & Manges,
              dated September 12, 1995.

     23(a)    Consent of Coopers & Lybrand L.L.P. dated
              September 12, 1995.

     23(b)    Consent of Weil, Gotshal & Manges (included in
              Exhibit 5).

     24       Power of attorney (included in the signature pages
              to this Registration Statement).

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 15 of this registra
     tion 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 30th day of August, 1995.

                              FRANKLIN RESOURCES, INC.

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

     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 follow
ing persons in the capacities and on the dates indicated.

/s/ Charles B. Johnson    Chairman and Chief      August 30, 1995
Charles B. Johnson        Executive Officer,
                          Principal Executive
                          Officer and Director

/s/ Martin L. Flanagan    Senior Vice President,  August 30, 1995
Martin L. Flanagan        Principal Financial
                          Officer and Principal
                          Accounting Officer

/s/ Rupert H. Johnson, Jr.Executive Vice          August 30, 1995
Rupert H. Johnson, Jr.    President and Director

/s/ Harmon E. Burns       Executive Vice          August 30, 1995
Harmon E. Burns           President-Legal and
                          Administrative, Secretary
                          and Director

/s/ Charles E. Johnson    Senior Vice President   August 30, 1995
Charles E. Johnson        and Director

/s/ Judson R. Grosvenor   Director                August 30, 1995
Judson R. Grosvenor

/s/ F. Warren Hellman     Director                August 30, 1995
F. Warren Hellman

/s/ Harry O. Kline        Director                August 18, 1995
Harry O. Kline

/s/ Louis E. Woodworth    Director                August 18, 1995
Louis E. Woodworth

/s/ Peter M. Sacerdote    Director                August 24, 1995
Peter M. Sacerdote

                          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")

     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

     4(f)     Franklin Resources, Inc. Universal Stock Plan,
              incorporated by reference to Exhibit "B" to
              Registrant's Proxy Statement filed electronically
              on December 29, 1993

     4(g)     Form of Restricted Stock Agreement

     4(h)     Form of Incentive Stock Option Agreement

     4(i)     Form of Non-Qualified Stock Option Agreement

     5        Opinion and Consent of Weil, Gotshal & Manges,
              dated September 12, 1995.

     23(a)    Consent of Coopers & Lybrand L.L.P. dated
              September 12, 1995.

     23(b)    Consent of Weil, Gotshal & Manges (included in
              Exhibit 5).

     24       Power of attorney (included in the signature pages
              to this Registration Statement).

                          EXHIBIT 4(g)

                    FRANKLIN RESOURCES, INC.
                RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this "Agreement") is made
with respect to an award under the Company's Annual Incentive
Plan for the fiscal year ended September 30, ____ between
Franklin Resources, Inc. (the "Company") and __________________
______________________ ("Participant").

                           WITNESSETH:

     WHEREAS, the Company has adopted the Franklin Resources,
Inc. Universal Stock Plan (the "Plan") authorizing the grant of
common stock of the Company ("Stock") to eligible individuals in
connection with the performance of services for the Company and
its Subsidiaries, as defined in said Plan, which is incorporated
herein by this reference; and

     WHEREAS, the Company recognizes the efforts of Participant
on behalf of the Company and its Subsidiaries and desires to
motivate Participant in Participant's work and provide an
inducement to remain in the service of the Company and its
Subsidiaries; and

     WHEREAS, the Company has determined that it would be to the
advantage and in the interest of the Company and its shareholders
to award the Stock provided for in this Agreement to Participant,
subject to restrictions, as a reward and an incentive for
increased efforts and successful achievements;

     NOW, THEREFORE, in consideration of the foregoing premises
and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

     1.   Restricted Stock Award.  On or about _________________,
the Company has issued to Participant ________ shares of Stock,
subject to the rights of and limitations on Participant as owner
thereof as set forth in this Agreement.  Such shares will be
issued in book entry form and maintained on the books of the Bank
of New York, the Company's transfer agent, or any successor
thereto.  Participant shall execute a blank stock power to be
held by the Company for the periods set forth in paragraph 3
hereof.  All shares of Stock issued hereunder shall be deemed
issued to Participant as fully paid and non assessable shares,
and Participant shall have all rights of a shareholder with
respect thereto, including the right to vote, to receive
dividends (including stock dividends), to participate in stock
splits or other recapitalizations, and to exchange such shares in
a merger, consolidation or other reorganization.  The Company
shall pay any applicable stock transfer taxes.  Participant
hereby acknowledges that Participant is acquiring the Stock
issued hereunder for investment and not with a view to the
distribution thereof, and that Participant does not intend to
subdivide Participant's interest in the Stock with any other
person.

     2.   Transfer Restriction.  No Stock issued to Participant
hereunder shall be sold, transferred by gift, pledged,
hypothecated, or otherwise transferred or disposed of by
Participant prior to the date on which it becomes vested under
paragraph 3.  This paragraph shall not preclude the Participant
from exchanging the Stock awarded hereunder pursuant to a cash or
stock tender offer, merger, reorganization or consolidation.
Notwithstanding the foregoing, any securities (including stock
dividends and stock splits) received with respect to shares of
Stock which are not yet vested under paragraph 3 shall be subject
to the provisions of this Agreement in the same manner and shall
become fully vested at the same time as the Stock with respect to
which such additional securities were issued.

     3.   Vesting.
     (a)  Participant's interest in the Stock awarded under
paragraph 1 shall become vested and nonforfeitable in accordance
with the schedule attached as Exhibit "A" so long as Participant
remains a full-time employee of the Company or a Subsidiary.
Upon vesting, the Company shall, within thirty (30) days of such
vesting, deliver to Participant the certificates evidencing the
nonforfeitable shares, provided the withholding requirements of
paragraph 4 have been satisfied.

     (b)  If Participant ceases to be a full-time employee of the
Company or any of its Subsidiaries for any reason other than
death or disability (as described in subparagraph (c)), all
shares of Stock to the extent not yet vested under subparagraph
(a) on the date Participant ceases to be a full-time employee
shall be forfeited by Participant without payment of any
consideration to Participant therefor.  Any shares of Stock so
forfeited shall be canceled and returned to the status of
authorized but unissued shares or may be retained by the Company
as Treasury Stock.

     (c)  If Participant dies or becomes disabled (within the
meaning of Section 22(e)(3) of the Internal Revenue Code) while a
full-time employee of the Company or any of its Subsidiaries,
Participant's interest in all shares of Stock awarded hereunder
shall become fully vested and nonforfeitable as of the date of
death or termination of employment on account of such disability.

     4.   Withholding of Taxes.  Participant shall pay the
Company (or the Subsidiary that employs Participant) the amount
necessary to satisfy any and all applicable federal, state, and
local income and employment tax withholding requirements.  If
Participant fails to pay such taxes or at Participant's request,
the Committee, in its sole discretion, may withhold the required
amount from other payments due to Participant or may withhold
shares of Stock necessary to satisfy any such requirements.  If
Participant is an "insider" subject to the short swing trading
rules of Section 16(b) of the Securities Exchange Act of 1934 and
becomes obligated to the Company thereunder, such withholding of
shares shall be mandatory.  Any shares withheld to satisfy such
withholding requirements shall not be available for subsequent
grants under the Plan.

     5.   No Effect On Terms Of Employment.  NOTHING IN THIS
AGREEMENT SHALL AFFECT THE RIGHT OF THE COMPANY (OR SUBSIDIARY
WHICH EMPLOYS PARTICIPANT) TO TERMINATE OR CHANGE THE TERMS OF
EMPLOYMENT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, WITH OR
WITHOUT CAUSE.  NEITHER THE COMPANY, NOR ANY SUBSIDIARY IS BY
REASON OF THIS AGREEMENT OBLIGATED IN ANY FASHION TO CONTINUE
PARTICIPANT'S EMPLOYMENT.

     6.   Successors.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and
assigns.  Nothing contained in the Plan or this Agreement shall
be interpreted as imposing any liability on the Company or the
Committee in favor of any Participant or any purchaser or other
transferee of Stock with respect to any loss, cost or expense
which such Participant or purchaser may incur in connection with,
or arising out of any transaction involving any shares of Stock
subject to the Plan or this Agreement.

     7.   Notice.  Any notice or other paper required to be given
or sent pursuant to the terms of this Agreement shall be
sufficiently given or served hereunder to any party when
transmitted by registered or certified mail, return receipt
requested, postage prepaid, addressed to the party to be served
as follows:

     Company:       Franklin Resources, Inc.
                    777 Mariners Island Blvd.
                    San Mateo, CA   94404-1585
                    Attention: Harmon E. Burns

     Participant:   At Participant's address as it appears under
                    Participant's signature to this Agreement, or
                    to such other address as Participant may
                    specify in writing to the Company.

Any party may designate another address for receipt of notices so
long as notice is given in accordance with this paragraph.

     8.   Integration.  The terms of the Plan and this Agreement
are intended by the Company and the Participant to be the final
expression of their agreement with respect to the shares of Stock
and other amounts received under the Plan and may not be
contradicted by evidence of any prior or contemporaneous
agreement.  The Company and Participant further intend that the
Plan and this Agreement shall constitute the complete and
exclusive statement of their terms and that no extrinsic evidence
whatsoever may be introduced in any arbitration, judicial,
administrative or other legal proceeding involving the Plan or
this Agreement.  Accordingly, the Plan and this Agreement contain
the entire understanding between the parties and supersede all
prior oral, written and implied agreements, understandings,
commitments and practices among the parties.

     9.   Waivers.  Any failure to enforce any terms or
conditions of the Plan or this Agreement by the Company or by
Participant shall not be deemed a waiver of that term or
condition, nor shall any waiver or relinquishment of any right or
power for all or any other times.

     10.  Severability of Provisions.  If any provision of the
Plan or this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other
provision thereof; and the Plan and this Agreement shall be
construed and enforced as if neither of them included such
provision.

     11.  Committee Decisions Conclusive.  All decisions of the
Committee arising under the Plan or under this Agreement shall be
conclusive.

     12.  Mandatory Arbitration.  Any dispute arising out of or
relating to this Agreement, including its meaning or
interpretation, shall be resolved solely by arbitration before an
arbitrator selected in accordance with the rules of the American
Arbitration Association.  The location for the arbitration shall
be in San Mateo, California.  Judgment on the award rendered may
be entered in any court having jurisdiction.  Each party shall
pay an equal share of the arbitrator's fees.  All statutes of
limitation which would otherwise be applicable shall apply to any
arbitration proceeding under this paragraph.  The provisions of
this paragraph are intended by Participant and Company to be
exclusive for all purposes and applicable to any and all disputes
arising out of or relating to this Agreement.  The arbitrator who
hears and decides any dispute shall have jurisdiction and
authority only to award compensatory damages to make whole a
person or entity sustaining foreseeable economic damages, and,
shall not have jurisdiction and authority to make any other award
of any type, including without limitation, punitive damages,
unforeseeable economic damage, damages for pain, suffering or
emotional distress, or any other kind or form of damages.  The
remedy, if any, awarded by the arbitrator shall be the sole and
exclusive remedy for any dispute which is subject to arbitration
under this paragraph.

     13.  California Law.  The Plan and this Agreement shall be
construed and enforced according to the laws of the State of
California to the extent not preempted by the federal laws of the
United States of America.

     IN WITNESS WHEREOF, the parties hereto have duly executed
this Restricted Stock Award Agreement.  Participant also hereby
acknowledges receipt of a copy of the Universal Stock Plan.

                    FRANKLIN RESOURCES, INC.
                                
                                
           By:  _____________________________________
                     (Officer), Its (Title)
                                
                                
                                
            _________________________________________
                      Participant Signature
                                
                       (Participant Name)
                            (Address)
                            (Address)
                                

                           EXHIBIT "A"

          (1)  On September 30, _____, _______ shares of
     Stock awarded hereunder shall become fully vested and
     nonforfeitable.
          
          
          (2)  On September 30, _____ an additional _______
     of the number of shares of Stock awarded hereunder
     shall become fully vested and nonforfeitable.
          
          
          (3)  On September 30, _____ an additional _______
     of the number of shares of Stock awarded hereunder
     shall become fully vested and nonforfeitable.

                    __________________________________________
                    (Participant Name)
                    Participant

                        POWER OF ATTORNEY
                 TO SELL AND TRANSFER SECURITIES
                  IN THE EVENT OF PARTICIPANT'S
                    TERMINATION OF EMPLOYMENT
                      PRIOR TO VESTING DATE

                   Description of Securities:

        _____ shares of the $.10 par value Common Stock of
   Franklin Resources, Inc. (the "Corporation") (the
   "Shares") in book entry form.
     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto Franklin Resources, Inc. the Shares standing in
the name of the undersigned on the books of the Corporation and
hereby irrevocably constitutes and appoints Franklin Resources,
Inc. the Attorney of the undersigned to transfer the said Shares
on the books of the Corporation with full power of substitution
in the premises.

Date:  ___________________    X_______________________________
                                  (Participant Name)

                          EXHIBIT 4(h)

Option Grant #____
                                
                    FRANKLIN RESOURCES, INC.
                                
                      UNIVERSAL STOCK PLAN
                                
             INCENTIVE STOCK OPTION GRANT AGREEMENT

     FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants to ______________________ (the
"Optionee") an option (the "Option") to purchase a total of
____________________________ (______) shares of the $.10 par
value Common Stock of the Company (the "Shares"), at a price of
U.S. $________ per share (the "Option Price").

     1.   Nature of the Option.  The Option is granted pursuant
and subject to all the terms of the Company's Universal Stock
Plan (the "Plan") and, unless the context otherwise requires,
terms used herein shall have the same meanings as in the Plan.
This option is intended to satisfy the requirements of Section
422 of the Internal Revenue Code of 1986 (the "Code"), as
amended.  Determinations made in connection with the Option
pursuant to the Plan shall be governed by the Plan as it exists
on the date of grant.  In the event of any inconsistency or
conflict between this Stock Option Grant Agreement (this
"Agreement") and the Plan, the terms of the Plan shall govern.

     2.   Other Options.  The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.

     3.   Exercise of Option.  The Optionee may exercise the
Option for all or any part of  the Shares covered by the Option
on or after ________________ and while the Optionee continues to
be an Employee (as defined herein) up to and including
___________________, (the "Option Period").  Exercise of the
Option is subject to the terms and conditions of Paragraphs 5, 6
and 7 as appropriate if the Optionee ceases for any reason to be
employed by the Company or any Subsidiary as provided therein.

     4.   Method of Exercise.  The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising
the Option, and shall be delivered in person or by certified
mail, return receipt (or equivalent documented delivery method)
to the Company at its principal executive offices, which are
presently located at 777 Mariners Island Blvd., San Mateo,
California, U.S.A.  The written notice shall be accompanied by
payment in full in United States Dollars of the Option Price for
such Shares.  The Company shall, in accordance with the Plan,
deliver a certificate or certificates representing such Shares as
soon as practicable after such notice and payment shall have been
received.  The certificate or certificates for the Shares as to
which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option and
shall be delivered as provided above to or upon the written order
of the person or persons exercising the Option.  If the Option is
being exercised by a person or persons other than the Optionee
(if permitted hereunder), such notice shall be accompanied by
appropriate proof of the right of such person or persons to
exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.

     5.   Termination of Employment.  If the Optionee ceases to
be employed by the Company or any Subsidiary for any reason,
other than as the result of death or total and permanent
disability (as provided for in Sections 6 and 7 below), the
Option shall terminate.

     6.   Disability of the Optionee.  If the Optionee is unable
to continue his or her employment with the Company or a
Subsidiary as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
Company's long term disability policy applicable to such
Optionee), the Optionee may, but only within one hundred eighty
(180) days from the date of termination of employment (the
"Disability Extension Period"), exercise the Option in full or in
part, even if the right to exercise shall not have otherwise
accrued at the date of such total and permanent disability.  All
rights to exercise the Option shall expire and be of no further
force or effect after the Disability Extension Period.
Notwithstanding the foregoing, the Option may not be exercised
later than the scheduled expiration date provided for in Section
3 above.

     7.   Death of Optionee.  In the event of the death of an
Optionee, during the Option Period provided for in Section 3
above, who at the time of such death shall have been in
Continuous Status as an Employee since the date of grant of the
Option, the Option may be exercised in full or in part, at any
time, not in excess of one hundred eighty (180) days following
such death (the "Death Extension Period"), even if the right to
exercise shall not have otherwise accrued at the date of death,
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the case may
be.  All rights to exercise the Option shall expire and be of no
further force or effect after the Death Extension Period.
Notwithstanding the foregoing, the Death Extension Period shall
be no later than the scheduled expiration date provided for in
Section 3 above.

     8.   Adjustments.  Exercise of the Option, as provided for
above, may be made in full or in part, except that, in the event
of an adjustment in the number of shares covered by this Option,
as provided for in the Plan, resulting in other than a whole
number of shares, then the Option may not be exercised for a
fraction of a share, but shall be deemed to be for the nearest
whole number of shares following standard rounding principles.
Payments hereunder shall be rounded to the nearest cent following
standard rounding principles.

     9.   Withholding.  Upon the exercise of the Option or any
installment thereof, the Optionee hereby agrees that such
exercise will not be effective and that no Shares will become
transferable to the Optionee, until the Optionee makes
appropriate arrangements for any income tax withholding as may be
required by applicable law on account of such exercise.

     10.  Non-transferability, No Obligation to Exercise of
Option.  The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by the
Optionee.  The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it.  The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

     11.  No Obligation To Continue Employment.  NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY REASON OF THE OPTION, OBLIGATED
TO CONTINUE THE OPTIONEE IN EMPLOYMENT.

     12.  Conditions Upon Issuance of Shares.  The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.  As a condition to the grant, the Company may require
the person receiving  the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

     13.  No Rights as a Stockholder Until Exercise.  The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option unless and until a stock certificate
therefor has been delivered to the Optionee and payment in full
for such certificate has been received by the Company. No
adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.

     14.  Early Dispositions.  The Optionee agrees, as partial
consideration for the designation of the Option as an incentive
stock option under Section 422 of the Code, to notify the Company
in writing within thirty days of any disposition of any Shares
acquired by exercise of this Option if such disposition occurs
within two years from the Grant Date or within one year from the
date Optionee purchased such shares by exercise of this Option.

     15.  Supplementary Definitions.  The following terms used
herein shall have the following meaning:

          "Continuous Status as an Employee"  shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of sick leave, military leave,
or any other approved leave of absence.

          "Employee" shall mean any person, including officers
and directors, who is an employee of the Company or any
Subsidiary of the Company, which now exists or is hereafter
organized or is acquired by the Company.  The payment of a
director's fee by the Company or a Subsidiary shall not be
sufficient to constitute "employment".

     16.  Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.

Date of Grant:  _________________

                                   FRANKLIN RESOURCES, INC.

                              By:  ______________________________
                                    Harmon Burns
                              Title:Executive Vice President

     The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such
Optionee is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board or of the Committee upon any questions arising under
the Plan.

Dated:

                         ____________________________________
                         (Optionee Signature)

                        Exhibit  "A"

                NOTICE OF EXERCISE OF OPTION

                        Option Grant #________

Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn:  Harmon E. Burns, Esq.

Gentlemen:

This  Notice  is  to inform you that the undersigned  hereby
elects  to  exercise his/her option granted February 6, 1995
pursuant to a Stock Option Grant Agreement  under the Franklin
Resources, Inc. Universal Stock Plan.

By  this  Notice, the undersigned hereby elects to  exercise the
foregoing  option as to _______ shares  at  the  option price of
_________ per share for a total of U. S. $__________.

Payment in U.S. dollars is enclosed herewith.

Unless  I  indicate otherwise below, please issue  a  single
certificate  for the total number of shares being  purchased as
follows:
     ____________________________________________________
     ____________________________________________________
     ____________________________________________________
     
Please  have  certificate(s)  for  these  shares  issued  as
follows:
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     
Sincerely,

__________________________________ ________________
Signature of Optionee              Date

                          EXHIBIT 4(i)

Option Grant #____
                                
                    FRANKLIN RESOURCES, INC.
                                
                      UNIVERSAL STOCK PLAN
                                
                  STOCK OPTION GRANT AGREEMENT

     FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants to __________________ (the "Optionee")
an option (the "Option") to purchase a total of
_____________________________________ (______) shares of the $.10
par value Common Stock of the Company (the "Shares"), at a price
of U.S. $______ per share (the "Option Price").

     1.   Nature of the Option.  The Option is granted pursuant
and subject to all the terms of the Company's Universal Stock
Plan (the "Plan") and, unless the context otherwise requires,
terms used herein shall have the same meanings as in the Plan.
Determinations made in connection with the Option pursuant to the
Plan shall be governed by the Plan as it exists on the date of
grant.  In the event of any inconsistency or conflict between
this Stock Option Grant Agreement (this "Agreement") and the
Plan, the terms of the Plan shall govern.

     2.   Other Options.  The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.

     3.   Exercise of Option.  The Optionee may exercise the
Option for all or any part of  the Shares covered by the Option
on or after _______________ and while the Optionee continues to
be an Employee (as defined herein) up to and including
_______________, (the "Option Period").  Exercise of the Option
is subject to the terms and conditions of Paragraphs 5, 6 and 7
as appropriate if the Optionee ceases for any reason to be
employed by the Company or any Subsidiary as provided therein.

     4.   Method of Exercise.  The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising
the Option, and shall be delivered in person or by certified
mail, return receipt (or equivalent documented delivery method)
to the Company at its principal executive offices, which are
presently located at 777 Mariners Island Blvd., San Mateo,
California, U.S.A.  The written notice shall be accompanied by
payment in full in United States Dollars of the Option Price for
such Shares.  The Company shall, in accordance with the Plan,
deliver a certificate or certificates representing such Shares as
soon as practicable after such notice and payment shall have been
received.  The certificate or certificates for the Shares as to
which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option and
shall be delivered as provided above to or upon the written order
of the person or persons exercising the Option.  If the Option is
being exercised by a person or persons other than the Optionee
(if permitted hereunder), such notice shall be accompanied by
appropriate proof of the right of such person or persons to
exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.

     5.   Termination of Employment.  If the Optionee ceases to
be employed by the Company or any Subsidiary for any reason,
other than as the result of death or total and permanent
disability (as provided for in Sections 6 and 7 below), the
Option shall terminate.

     6.   Disability of the Optionee.  If the Optionee is unable
to continue his or her employment with the Company or a
Subsidiary as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
Company's long term disability policy applicable to such
Optionee), the Optionee may, but only within one hundred eighty
(180) days from the date of termination of employment (the
"Disability Extension Period"), exercise the Option in full or in
part, even if the right to exercise shall not have otherwise
accrued at the date of such total and permanent disability.  All
rights to exercise the Option shall expire and be of no further
force or effect after the Disability Extension Period.
Notwithstanding the foregoing, the Option may not be exercised
later than the scheduled expiration date provided for in Section
3 above.

     7.   Death of Optionee.  In the event of the death of an
Optionee, during the Option Period provided for in Section 3
above, who at the time of such death shall have been in
Continuous Status as an Employee since the date of grant of the
Option, the Option may be exercised in full or in part, at any
time, not in excess of one hundred eighty (180) days following
such death (the "Death Extension Period"), even if the right to
exercise shall not have otherwise accrued at the date of death,
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the case may
be.  All rights to exercise the Option shall expire and be of no
further force or effect after the Death Extension Period.
Notwithstanding the foregoing, the Death Extension Period shall
be no later than the scheduled expiration date provided for in
Section 3 above.

     8.   Adjustments.  Exercise of the Option, as provided for
above, may be made in full or in part, except that, in the event
of an adjustment in the number of shares covered by this Option,
as provided for in the Plan, resulting in other than a whole
number of shares, then the Option may not be exercised for a
fraction of a share, but shall be deemed to be for the nearest
whole number of shares following standard rounding principles.
Payments hereunder shall be rounded to the nearest cent following
standard rounding principles.

     9.   Withholding.  Upon the exercise of the Option or any
installment thereof, the Optionee hereby agrees that such
exercise will not be effective and that no Shares will become
transferable to the Optionee, until the Optionee makes
appropriate arrangements for any income tax withholding as may be
required by applicable law on account of such exercise.

     10.  Non-transferability, No Obligation to Exercise of
Option.  The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee only by the
Optionee.  The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it.  The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

     11.  No Obligation To Continue Employment.  NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY REASON OF THE OPTION, OBLIGATED
TO CONTINUE THE OPTIONEE IN EMPLOYMENT.

     12.  Conditions Upon Issuance of Shares.  The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.  As a condition to the grant, the Company may require
the person receiving  the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

     13.  No Rights as a Stockholder Until Exercise.  The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option unless and until a stock certificate
therefor has been delivered to the Optionee and payment in full
for such certificate has been received by the Company. No
adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.

     14.  Supplementary Definitions.  The following terms used
herein shall have the following meaning:

          "Continuous Status as an Employee"  shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of sick leave, military leave,
or any other approved leave of absence.

          "Employee"  shall mean any person, including officers
and directors, who is an employee of the Company or any
Subsidiary of the Company, which now exists or is hereafter
organized or is acquired by the Company.  The payment of a
director's fee by the Company or a Subsidiary shall not be
sufficient to constitute "employment".

     15.  Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.

Date of Grant:  _________________

                                   FRANKLIN RESOURCES, INC.

                              By:  ______________________________
                                    Harmon Burns
                              Title:Executive Vice President

     The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such
Optionee is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and
provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board or of the Committee upon any questions arising under
the Plan.

                              ___________________________________
                              (Optionee Signature)

                          Exhibit  "A"
                                
                  NOTICE OF EXERCISE OF OPTION
                                
                                
                                
                    Option Grant #__________
                                
                                
                                
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn:  Harmon E. Burns, Esq.

Gentlemen:

This  Notice  is  to inform you that the undersigned  hereby
elects  to  exercise his/her option granted February 6, 1995
pursuant to a Stock Option Grant Agreement  under the Franklin
Resources, Inc. Universal Stock Plan.

By  this  Notice, the undersigned hereby elects to  exercise the
foregoing  option as to _______ shares  at  the  option price of
_________ per share for a total of U. S. $__________.

Payment in U.S. dollars is enclosed herewith.

Unless  I  indicate otherwise below, please issue  a  single
certificate  for the total number of shares being  purchased as
follows:
     ____________________________________________________
     ____________________________________________________
     ____________________________________________________
     
Please  have  certificate(s)  for  these  shares  issued  as
follows:
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     _____________________________________________________
     
Sincerely,

_______________________________    ________________
Signature of Optionee              Date

                                                  Exhibit 5

          Opinion and Consent of Weil, Gotshal & Manges
                                
                                
                                
                                
                                
                                
                       September 12, 1995
                                

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

Gentlemen:

     We have acted as counsel to Franklin Resources, Inc. (the
"Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on the date
hereof with respect to 2,000,000 shares of common stock of the
Company, par value $0.10 per share (the "Common Stock"), being
registered in connection with the Company's Universal Stock 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 natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as
certified 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.

     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, rights or
awards granted and to be granted under the Plan will be, when
issued and paid for upon such exercise 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.

     The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein.
Except as noted above, this opinion may not be used or relied
upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior
written consent.

                                   Very truly yours,

                                   /s/ Weil, Gotshal & Manges
                                   Weil, Gotshal & Manges

                                                  Exhibit 23(a)

                 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration

Statement of Franklin Resources, Inc. on Form S-8 of our report

dated December 2, 1994, on our audits of the consolidated

financial statements and financial statement schedules of

Franklin Resources, Inc.

                                    /s/ Coopers & Lybrand, L.L.P.
                                    COOPERS & LYBRAND L.L.P.

San Francisco, California
September 12, 1995

                                                  Exhibit 23(b)

                CONSENT OF WEIL, GOTSHAL & MANGES
                                
                     (included in Exhibit 5)
                                
                                
                                
                                
                                
                                
                                
                                                  Exhibit 24
                                
                                
                        Power of Attorney
                                
(included in the signature pages to this Registration Statement)