As filed with the Securities and Exchange Commission on
                                March 27, 2001
                        Registration No. ________________

                       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.
            AMENDED AND RESTATED 1998 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                       Senior Vice President and Secretary
                            Franklin Resources, Inc.
                           777 Mariners Island Blvd.,
                        San Mateo, California 94404-1585
                                 (650) 312-2000

        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)


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

<PAGE>


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------
 Title of         Amount to   Proposed          Proposed      Amount of
Securities            be      Maximum           Maximum     Registration
  to be           Registered  Offering          Aggregate      Fee(1)(3)
Registered          (1)(2)    Price Per         Offering
                              Share(1)(3)       Price(1)(3)
--------------------------------------------------------------------------
Common Stock,
 par value
$0.10 per         10,392,599  $36.03            $360,300,000     $90,075
share

--------------------------------------------------------------------------

(1) A total of 10,392,599 shares of common stock of Franklin Resources, Inc., a
Delaware  Corporation  (the "Company" or  "Registrant")  are being registered in
connection  with the Amended and Restated 1998  Universal  Stock  Incentive Plan
(the "Amended  Plan").  Pursuant to Instruction E of Form S-8 and the telephonic
interpretation of the Securities and Exchange  Commission (the "Commission") set
forth at pages  123-124  of the  Division  of  Corporation  Finance's  Manual of
Publicly Available Telephone  Interpretations dated July 1997, G. Securities Act
Forms, No. 89 ("Interpretation 89"), 392,599 of the 10,392,599 shares registered
hereby are being carried forward from a Registration Statement on Form S-8 filed
on  October  22,  1999 (File no.  333-89517)  (the  "October  1999 Form S-8") in
connection  with the Franklin  Resources 1998 Universal  Stock  Incentive  Plan,
which was amended and restated by the Amended Plan. A total  registration fee of
$30,892.81  was paid with  respect to the  October  1999 Form S-8.  Pursuant  to
Instruction E to Form S-8 and Interpretation 89, no additional  registration fee
is due with respect to 392,599 of the 10,392,599 shares registered hereby.

(2) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the Amended and Restated 1998
Universal Stock Incentive Plan described herein as the result of any future
stock split, stock dividend or similar adjustment of Franklin's outstanding
common stock.

(3) Pursuant to Rule 457(h) under the Securities and Exchange Act of 1933, as
amended, the proposed maximum aggregate offering price and the Registration Fee
are based upon the average of the high and low composite prices per share of the
Registrant's Common Stock reported on the New York Stock Exchange on March 22,
2001.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed by Franklin Resources, Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a) Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
2000, filed on December 7, 2000;

     (b) Quarterly  Report on Form 10-Q for the quarter ended December 31, 2000,
filed on February 14, 2001.

                                       2
<PAGE>

     (c)  (i)   Report on Form 8-K filed on January 22, 2001 attaching Amendment
No. 1 to the  Agreement and Plan of Share  Acquisition  between  Registrant  and
Fiduciary Trust Company  International  dated January 19, 2001 and  Registrant's
joint press release dated January 19, 2001 under Items 5 and 7.

          (ii)  Report on Form 8-K filed on January 25, 2001 attaching
Registrant's earnings press release dated January 25, 2001 under Items 5 and 7.

          (iii) Report on Form 8-K filed on March 15, 2001 attaching a joint
press release by Registrant and Fiduciary Trust Company International dated
March 14, 2001 under Items 5 and 7.

          (iv)  Report on Form 8-K filed on March 27, 2001 attaching a joint
press release by  Registrant  and Fiduciary  Trust Company  International  dated
March 26, 2001 under Items 5 and 7.

     (d) The  description  of the Company's  Common  Stock,  which is registered
under  Section  12 of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), is contained in the Company's Certificate of Incorporation,  as
amended,  filed as amended on December 29, 1994 as Exhibits 3(i), 3(ii),  3(iii)
and  3(iv) to the  Company's  Annual  Report  on Form  10-K  for the year  ended
September 30, 1994 and is incorporated herein by reference.

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

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

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



                                       3
<PAGE>

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

     The above provisions of the DGCL are non-exclusive.

     In addition to the above described provisions, the Company's certificate
of incorporation relieves its directors from personal liability for a breach of
fiduciary duty as a director as set forth in Section 102(b)(7) of the DGCL.

     The Company's by-laws provide that directors, officers, employees and
agents who have been successful on the merits or otherwise in a civil or
criminal action referred to in Section 145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

     It is the Company's policy to enter into indemnification agreements
("Indemnification Agreements") with its directors, some of whom are also
executive officers ("Indemnified Persons"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing of attorneys' fees and all other costs, expenses and
obligations paid or incurred by the Indemnified Person in connection with a
Claim.

     A "Claim" consists of participation in any threatened, pending or
completed action, or any inquiry or investigation that the Indemnified Person in
good faith believes might lead to the institution of any such action, and must
be related to the fact that the Indemnified Person is or was a director,
officer, employee, agent or fiduciary of the Company or is or was serving at the
request of the Company in such a capacity for another entity.

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

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


                                       4
<PAGE>

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

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

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

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     The Exhibits to this registration statement are listed in the Index to
Exhibits on page 9.

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;

                                       5
<PAGE>

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 reference in this Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

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


                                       6
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Mateo, State of California, on the 27th day of
March, 2001.


                                FRANKLIN RESOURCES, INC.


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


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

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

FRANKLIN RESOURCES, INC.


Date:       March 27, 2001         By: /s/ Charles B. Johnson
                                        ----------------------------
                                        Charles B. Johnson
                                        Chairman, Chief Executive Officer,
                                        Member - Office of the Chairman, and
                                        Director

Date:       March 27, 2001         By: /s/ Harmon E. Burns
                                        ----------------------------
                                        Harmon E. Burns
                                        Vice Chairman, Member - Office of the
                                        Chairman, and Director

Date:       March 27, 2001         By: /s/ Martin L. Flanagan
                                        ----------------------------
                                        Martin L. Flanagan
                                        President, Member - Office of the
                                        President, and Chief Financial Officer

Date:       March 27, 2001         By: /s/ Allen J. Gula, Jr.
                                        ----------------------------
                                        Allen J. Gula, Jr.
                                        President, and Member - Office of the
                                        President


                                       7
<PAGE>

Date:                              By:
                                        ----------------------------
                                        Charles E. Johnson
                                        President, Member - Office of the
                                        President, and Director

Date:                              By:
                                        ----------------------------
                                        Gregory E. Johnson
                                        President, and Member - Office of the
                                        President

Date:       March 27, 2001         By: /s/ Rupert H. Johnson, Jr.
                                        ----------------------------
                                        Rupert H. Johnson, Jr.
                                        Vice Chairman, Member - Office of the
                                        Chairman, and Director

Date:       March 27, 2001         By: /s/ Harry O. Kline
                                        ----------------------------
                                        Harry O. Kline
                                        Director

Date:       March 27, 2001         By: /s/ James A. McCarthy
                                        ----------------------------
                                        James A. McCarthy
                                        Director

Date:       March 27, 2001         By: /s/ Peter M. Sacerdote
                                        ----------------------------
                                        Peter M. Sacerdote
                                        Director

Date:       March 27, 2001         By: /s/ Charles R. Sims
                                        ----------------------------
                                        Charles R. Sims
                                        Vice President-Finance, Chief Accounting
                                        Officer and Treasurer

Date:       March 27, 2001         By: /s/ Anne M. Tatlock
                                        ----------------------------
                                        Anne M. Tatlock
                                        Director

Date:       March 27, 2001         By: /s/ Louis E. Woodworth
                                        ----------------------------
                                        Louis E. Woodworth
                                        Director


                                       8
<PAGE>

                                  Exhibit Index

Exhibit Number          Description

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

     3(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

     3(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

     3(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

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

     5      Opinion of Weil, Gotshal & Manges LLP.

     23.1   Consent of PricewaterhouseCoopers LLP.

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

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

     99     Franklin Resources, Inc. Amended and Restated 1998 Universal Stock
            Incentive Plan incorporated by reference to Exhibit 10.54 to the
            Company's Quarterly Report on Form 10-Q for the quarter ended
            December 31, 2000, filed with the Commission on February 14, 2001.


                                       9
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As filed with the Securities and Exchange Commission on
                                March 27, 2001
                        Registration No. ________________

                       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.
            AMENDED AND RESTATED 1998 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                       Senior Vice President and Secretary
                            Franklin Resources, Inc.
                           777 Mariners Island Blvd.,
                        San Mateo, California 94404-1585
                                 (650) 312-2000

        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

--------------------------------------------------------------------------
 Title of         Amount to   Proposed          Proposed      Amount of
Securities            be      Maximum           Maximum     Registration
  to be           Registered  Offering          Aggregate      Fee(1)(3)
Registered          (1)(2)    Price Per         Offering
                              Share(1)(3)       Price(1)(3)
--------------------------------------------------------------------------
Common Stock,
 par value
$0.10 per         10,392,599  $36.03            $360,300,000     $90,075
share

--------------------------------------------------------------------------

(1) A total of 10,392,599 shares of common stock of Franklin Resources, Inc., a
Delaware  Corporation  (the "Company" or  "Registrant")  are being registered in
connection  with the Amended and Restated 1998  Universal  Stock  Incentive Plan
(the "Amended  Plan").  Pursuant to Instruction E of Form S-8 and the telephonic
interpretation of the Securities and Exchange  Commission (the "Commission") set
forth at pages  123-124  of the  Division  of  Corporation  Finance's  Manual of
Publicly Available Telephone  Interpretations dated July 1997, G. Securities Act
Forms, No. 89 ("Interpretation 89"), 392,599 of the 10,392,599 shares registered
hereby are being carried forward from a Registration Statement on Form S-8 filed
on  October  22,  1999 (File no.  333-89517)  (the  "October  1999 Form S-8") in
connection  with the Franklin  Resources 1998 Universal  Stock  Incentive  Plan,
which was amended and restated by the Amended Plan. A total  registration fee of
$30,892.81  was paid with  respect to the  October  1999 Form S-8.  Pursuant  to
Instruction E to Form S-8 and Interpretation 89, no additional  registration fee
is due with respect to 392,599 of the 10,392,599 shares registered hereby.

(2) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the Amended and Restated 1998
Universal Stock Incentive Plan described herein as the result of any future
stock split, stock dividend or similar adjustment of Franklin's outstanding
common stock.

(3) Pursuant to Rule 457(h) under the Securities and Exchange Act of 1933, as
amended, the proposed maximum aggregate offering price and the Registration Fee
are based upon the average of the high and low composite prices per share of the
Registrant's Common Stock reported on the New York Stock Exchange on March 22,
2001.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed by Franklin Resources, Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a) Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
2000, filed on December 7, 2000;

     (b) Quarterly  Report on Form 10-Q for the quarter ended December 31, 2000,
filed on February 14, 2001.

                                       2
(c)  (i)   Report on Form 8-K filed on January 22, 2001 attaching Amendment
No. 1 to the  Agreement and Plan of Share  Acquisition  between  Registrant  and
Fiduciary Trust Company  International  dated January 19, 2001 and  Registrant's
joint press release dated January 19, 2001 under Items 5 and 7.

          (ii)  Report on Form 8-K filed on January 25, 2001 attaching
Registrant's earnings press release dated January 25, 2001 under Items 5 and 7.

          (iii) Report on Form 8-K filed on March 15, 2001 attaching a joint
press release by Registrant and Fiduciary Trust Company International dated
March 14, 2001 under Items 5 and 7.

          (iv)  Report on Form 8-K filed on March 27, 2001 attaching a joint
press release by  Registrant  and Fiduciary  Trust Company  International  dated
March 26, 2001 under Items 5 and 7.

     (d) The  description  of the Company's  Common  Stock,  which is registered
under  Section  12 of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), is contained in the Company's Certificate of Incorporation,  as
amended,  filed as amended on December 29, 1994 as Exhibits 3(i), 3(ii),  3(iii)
and  3(iv) to the  Company's  Annual  Report  on Form  10-K  for the year  ended
September 30, 1994 and is incorporated herein by reference.

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

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

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

                                       3
Section 102(b)(7) of the DGCL permits a corporation to relieve its
directors from personal liability for monetary damages to the corporation or its
stockholders for breaches of their fiduciary duty as directors except for (i) a
breach of the duty of loyalty, (ii) failure to act in good faith, (iii)
intentional misconduct or knowing violation of law, (iv) willful or negligent
violations of certain provisions of the DGCL (Sections 174, 160 and 173)
imposing certain requirements with respect to stock purchases, redemptions and
dividends or (v) any transaction from which the director derived an improper
personal benefit.

     The above provisions of the DGCL are non-exclusive.

     In addition to the above described provisions, the Company's certificate
of incorporation relieves its directors from personal liability for a breach of
fiduciary duty as a director as set forth in Section 102(b)(7) of the DGCL.

     The Company's by-laws provide that directors, officers, employees and
agents who have been successful on the merits or otherwise in a civil or
criminal action referred to in Section 145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

     It is the Company's policy to enter into indemnification agreements
("Indemnification Agreements") with its directors, some of whom are also
executive officers ("Indemnified Persons"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing of attorneys' fees and all other costs, expenses and
obligations paid or incurred by the Indemnified Person in connection with a
Claim.

     A "Claim" consists of participation in any threatened, pending or
completed action, or any inquiry or investigation that the Indemnified Person in
good faith believes might lead to the institution of any such action, and must
be related to the fact that the Indemnified Person is or was a director,
officer, employee, agent or fiduciary of the Company or is or was serving at the
request of the Company in such a capacity for another entity.

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

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

                                       4
The Indemnification Agreements also provide that if there is a change in
control of the Company, the Company will seek legal advice from special,
independent counsel selected by the Indemnified Person and approved by the
Company with respect to matters thereafter arising concerning rights of the
Indemnified Person under the Agreement. Additionally, the Indemnification
Agreements provide that if there is a potential change in control, the Company
will, upon written request of the Indemnified Person, fund a trust to satisfy
expenses reasonably anticipated to be incurred in connection with a Claim
relating to an indemnifiable event. The Company is not currently, nor does it
expect to be, subject to a change in control.

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

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

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     The Exhibits to this registration statement are listed in the Index to
Exhibits on page 9.

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;

                                       5
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 reference in this Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

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

                                       6
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 27th day of
March, 2001.

                                FRANKLIN RESOURCES, INC.

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

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

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

FRANKLIN RESOURCES, INC.

Date:       March 27, 2001         By: /s/ Charles B. Johnson
                                        ----------------------------
                                        Charles B. Johnson
                                        Chairman, Chief Executive Officer,
                                        Member - Office of the Chairman, and
                                        Director

Date:       March 27, 2001         By: /s/ Harmon E. Burns
                                        ----------------------------
                                        Harmon E. Burns
                                        Vice Chairman, Member - Office of the
                                        Chairman, and Director

Date:       March 27, 2001         By: /s/ Martin L. Flanagan
                                        ----------------------------
                                        Martin L. Flanagan
                                        President, Member - Office of the
                                        President, and Chief Financial Officer

Date:       March 27, 2001         By: /s/ Allen J. Gula, Jr.
                                        ----------------------------
                                        Allen J. Gula, Jr.
                                        President, and Member - Office of the
                                        President

                                       7
Date:                              By:
                                        ----------------------------
                                        Charles E. Johnson
                                        President, Member - Office of the
                                        President, and Director

Date:                              By:
                                        ----------------------------
                                        Gregory E. Johnson
                                        President, and Member - Office of the
                                        President

Date:       March 27, 2001         By: /s/ Rupert H. Johnson, Jr.
                                        ----------------------------
                                        Rupert H. Johnson, Jr.
                                        Vice Chairman, Member - Office of the
                                        Chairman, and Director

Date:       March 27, 2001         By: /s/ Harry O. Kline
                                        ----------------------------
                                        Harry O. Kline
                                        Director

Date:       March 27, 2001         By: /s/ James A. McCarthy
                                        ----------------------------
                                        James A. McCarthy
                                        Director

Date:       March 27, 2001         By: /s/ Peter M. Sacerdote
                                        ----------------------------
                                        Peter M. Sacerdote
                                        Director

Date:       March 27, 2001         By: /s/ Charles R. Sims
                                        ----------------------------
                                        Charles R. Sims
                                        Vice President-Finance, Chief Accounting
                                        Officer and Treasurer

Date:       March 27, 2001         By: /s/ Anne M. Tatlock
                                        ----------------------------
                                        Anne M. Tatlock
                                        Director

Date:       March 27, 2001         By: /s/ Louis E. Woodworth
                                        ----------------------------
                                        Louis E. Woodworth
                                        Director

                                       8
Exhibit Index

Exhibit Number          Description

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

     3(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

     3(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

     3(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

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

     5      Opinion of Weil, Gotshal & Manges LLP.

     23.1   Consent of PricewaterhouseCoopers LLP.

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

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

     99     Franklin Resources, Inc. Amended and Restated 1998 Universal Stock
            Incentive Plan incorporated by reference to Exhibit 10.54 to the
            Company's Quarterly Report on Form 10-Q for the quarter ended
            December 31, 2000, filed with the Commission on February 14, 2001.

                                       9