As filed with the Securities and Exchange Commission on
                                March 18, 1998
                           Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
      -----------------------------------------------------------------
                              (Full Title of Plan)

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


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


                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
 Title of      Amount to    Proposed     Proposed     Amount of
Securities        be        Maximum      Maximum    Registration
  to be        Registered   Offering     Aggregate      Fee(2)
Registered        (1)       Price Per    Offering
                            Share(2)     Price(2)
-----------------------------------------------------------------
Common Stock,
 par value
$0.10 per
share          4,000,000    $52.65625   $210,625,000    $62,134.38
-----------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities  Act of 1933, as amended,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the employee  benefit plan  described  herein.  (2)
Pursuant to Rule  457(h)  under the  Securities  Act of 1933,  as  amended,  the
proposed  maximum  aggregate  offering price and the  Registration fee are based
upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock Exchange on March 12,
1998.
-----------------------------------------------------------------



<PAGE>


                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

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

Item 2.  Registration Information and Employee Plan Annual Information

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


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Franklin  Resources,  Inc. (the "Company")
with the  Commission  are  incorporated  herein by reference:  (i) the Company's
Annual Report on Form 10-K for the fiscal year ended  September  30, 1997;  (ii)
the  Company's  Quarterly  Report  on Form  10-Q for the  fiscal  quarter  ended
December 31, 1997;  and (iii) the  Company's  Current  Reports on Form 8-K dated
October 23, 1997 and January 22, 1998. The  description of the Company's  Common
Stock,  which is registered  under Section 12 of the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), is contained in the Company's Certificate
of Incorporation,  as amended, filed as amended on December 29, 1994 as Exhibits
3(i),  3(ii),  3(iii) and 3(iv) to the Company's  Annual Report on Form 10-K for
the year ended  September  30,  1994 and is 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 present and former officers,  directors,  employees and agents
of the Company.  This law provides specific  statutory rights and limitations on
indemnification  to such persons involved as plaintiff or defendant in actual or
threatened litigation or an investigation by reason of the status of that person
as an officer, director, employee or agent of a corporation.  Indemnification of
such  persons  for  judgments  or amounts  paid in  settlement  in civil  cases,
including  attorneys'  fees and other  expenses is permitted by Section  145(a),
provided  that the action or civil case is not brought by or in the right of the
corporation.  In the  event  of a civil  suit  or  investigation,  the  officer,
director,  employee  or agent  seeking  indemnification  must have acted in good
faith and in a manner reasonably believed by that person to be in or not opposed
to the best  interests  of the  corporation.  In the case where such a person is
seeking  indemnification  for fines and costs in a criminal  action,  the person
must not have had reasonable cause to believe that his conduct was unlawful.

      Indemnification of an officer,  director,  employee or agent for expenses,
including attorneys' fees, in connection with actions brought by or in the right
of the  corporation  is also  permitted by Section  145(b),  but only where such
person was not adjudged to be liable to the  corporation.  An  exception  may be
made,  and  indemnification  allowed,  if a court  determines  that  despite the
finding of liability, indemnification for such expenses is proper in view of all
the circumstances of the matter.

      Indemnification  in the two  circumstances  described  above  generally is
optional. The DGCL, however,  requires that a corporation indemnify a present or
former  director  or  officer  (but  not an  employee  or  agent)  who has  been
successful  on the merits in  connection  with any action  described  in the two
preceding  paragraphs.  This  indemnification  includes  coverage  of  expenses,
including  attorneys' fees. A corporation may choose to indemnify an employee or
agent who is successful in such an action, but is not obligated to do so.

      Unless  indemnification  is  ordered  by a court,  the DGCL also  provides
procedures for determining whether a person seeking  indemnification has met the
standard of conduct  described  in Section  145(a) or 145(b)  related to a civil
claim or a criminal claim. This  determination for a person who is a director or
officer  at  the  time  of  such   determination,   would  be  made  in  varying
circumstances  by (1) a  majority  vote of  directors  who are not  party to the
action,  (2) by a committee of such directors,  (3) by independent legal counsel
or (4) by the stockholders. No procedural requirements are set forth in the DGCL
for determining the standard of conduct for a former director or officer, or for
a present or former employee or agent.

      The DGCL also  permits the  corporation  to make an  unsecured  advance of
expenses to a current officer or director for the defense of a civil,  criminal,
administrative or investigative  action. The advance may be made, prior to final
determination of the action, if the corporation receives a repayment undertaking
by the officer or director that the person will repay the  corporation  if it is
later  determined  that such  person is not  entitled  to be so  indemnified.  A
corporation  is authorized to pay expenses,  including  attorneys'  fees,  for a
former  director or officer or a current or former  employee or agent,  upon the
terms and conditions, if any, that the corporation deems appropriate.

      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  personal  liability  for a  director's  breach of
fiduciary duty as a director,  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 173 imposes certain requirements with respect to dividends.

      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 (the
"Indemnification  Agreements")  with  its  directors,  some  of  whom  are  also
executive  officers (the  "Indemnified  Persons") and the Company may enter into
such agreements with other executive officers in the future. 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  (collectively,  "Expenses") paid or incurred by
the  Indemnified  Person in connection with a Claim. A "Claim" is defined as 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.  In addition,  a "Claim"
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 corporation,  partnership,
joint venture,  employee  benefit plan,  trust or other  enterprise,  or must be
related  to  anything  done or not done by the  Indemnified  Person  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  unless 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. In the event of
such  determination,  the Indemnified Person agrees to reimburse the Company for
all amounts that the Company has advanced to the  Indemnified  Person in respect
of such indemnification.

      The  Indemnification  Agreements  also provide:  (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  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  will  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  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 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 third 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,  because  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 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 a claim for  indemnification  against the
Company for any liability arising under the Securities Act, the Company will 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.  Unless in the opinion of counsel for the Company the  question
has previously  been decided by controlling  legal  precedent,  the Company will
make this  submission  to a competent  court,  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. 1998 Employee Stock
         Investment Plan, incorporated by reference to Appendix A to
         Registrant's Proxy Statement filed electronically on December 19,
         1997

     5                 Opinion and Consent of Weil, Gotshal & Manges LLP
         dated March 18, 1998.

     23(a)        Consent of Coopers & Lybrand L.L.P. dated March 17, 1998.

     23(b)        Consent of Weil, Gotshal & Manges LLP (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 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 he provisions referred to in Item 8
      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.






<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 18th day
of March, 1998.


                                    FRANKLIN RESOURCES, INC.


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

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

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


FRANKLIN RESOURCES, INC.


Date: March 18, 1998    By:   /s/Charles B. Johnson
                              Charles B. Johnson, President,
                              Chief Executive Officer and Director

Date: March 18, 1998    By:   /s/ Harmon E. Burns
                              Harmon E. Burns, Executive Vice
                             President and Director

Date: March 18, 1998    By:   /s/ Rupert H. Johnson, Jr.
                              Rupert H. Johnson, Jr., Executive
                              Vice President and Director


Date: March 18, 1998    By:   /s/ Charles E. Johnson
                              Charles E. Johnson, Senior Vice
                             President and Director

Date: March 18, 1998    By:   /s/ Martin L. Flanagan
                              Martin L. Flanagan, Senior Vice
                              President and Chief Financial Officer

Date: March 18, 1998    By:   /s/ Kenneth A. Lewis
                              Kenneth A. Lewis, Vice President and
                              Controller

Date: March 18, 1998    By:   /s/ F. Warren Hellman
                              F. Warren Hellman, Director

Date: March 18, 1998    By:   /s/ Harry O. Kline
                            Harry O. Kline, Director

Date: March 18, 1998    By:   /s/ James A. McCarthy
                              James A. McCarthy, Director

Date: March 18, 1998    By:   /s/ Peter M. Sacerdote
                              Peter M. Sacerdote, Director

Date: March 18, 1998    By:   /s/ Louis E. Woodworth
                              Louis E. Woodworth, Director











<PAGE>


                                  Exhibit Index

Exhibit Number          Description

     4(a)   Registrant's  Certificate  of  Incorporation,  as filed November 28,
            1969,  incorporated  by reference to Exhibit (3)(i) to the Company's
            Annual  Report on Form 10-K for the fiscal year ended  September 30,
            1994 (the "1994 Annual Report")

     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. 1998 Employee Stock Investment Plan,
            incorporated by reference to Appendix A to Registrant's Proxy
            Statement filed electronically on December 19, 1997

     5      Opinion and Consent of Weil, Gotshal & Manges LLP dated March 18,
            1998.

     23(a)  Consent of Coopers & Lybrand L.L.P. dated March 17, 1998.

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

     24     Power of attorney (included in the signature pages to this
            Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29631}]
{"company-data": {"conformed-name": "FRANKLIN RESOURCES INC", "cik": "0000038777", "assigned-sic": "6282", "irs-number": "132670991", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48171", "film-number": "98568266"}, "business-address": {"street1": "777 MARINERS ISLAND BLVD", "street2": "6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6503123000"}, "mail-address": {"street1": "FRANKLIN RESOURCES INC", "street2": "901 MARINERS ISLAND BLVD 6TH FLOOR", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
As filed with the Securities and Exchange Commission on
                                March 18, 1998
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
      -----------------------------------------------------------------
                              (Full Title of Plan)

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

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

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
 Title of      Amount to    Proposed     Proposed     Amount of
Securities        be        Maximum      Maximum    Registration
  to be        Registered   Offering     Aggregate      Fee(2)
Registered        (1)       Price Per    Offering
                            Share(2)     Price(2)
-----------------------------------------------------------------
Common Stock,
 par value
$0.10 per
share          4,000,000    $52.65625   $210,625,000    $62,134.38
-----------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities  Act of 1933, as amended,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the employee  benefit plan  described  herein.  (2)
Pursuant to Rule  457(h)  under the  Securities  Act of 1933,  as  amended,  the
proposed  maximum  aggregate  offering price and the  Registration fee are based
upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock Exchange on March 12,
1998.
-----------------------------------------------------------------
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

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

Item 2.  Registration Information and Employee Plan Annual Information

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

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Franklin  Resources,  Inc. (the "Company")
with the  Commission  are  incorporated  herein by reference:  (i) the Company's
Annual Report on Form 10-K for the fiscal year ended  September  30, 1997;  (ii)
the  Company's  Quarterly  Report  on Form  10-Q for the  fiscal  quarter  ended
December 31, 1997;  and (iii) the  Company's  Current  Reports on Form 8-K dated
October 23, 1997 and January 22, 1998. The  description of the Company's  Common
Stock,  which is registered  under Section 12 of the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), is contained in the Company's Certificate
of Incorporation,  as amended, filed as amended on December 29, 1994 as Exhibits
3(i),  3(ii),  3(iii) and 3(iv) to the Company's  Annual Report on Form 10-K for
the year ended  September  30,  1994 and is 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 present and former officers,  directors,  employees and agents
of the Company.  This law provides specific  statutory rights and limitations on
indemnification  to such persons involved as plaintiff or defendant in actual or
threatened litigation or an investigation by reason of the status of that person
as an officer, director, employee or agent of a corporation.  Indemnification of
such  persons  for  judgments  or amounts  paid in  settlement  in civil  cases,
including  attorneys'  fees and other  expenses is permitted by Section  145(a),
provided  that the action or civil case is not brought by or in the right of the
corporation.  In the  event  of a civil  suit  or  investigation,  the  officer,
director,  employee  or agent  seeking  indemnification  must have acted in good
faith and in a manner reasonably believed by that person to be in or not opposed
to the best  interests  of the  corporation.  In the case where such a person is
seeking  indemnification  for fines and costs in a criminal  action,  the person
must not have had reasonable cause to believe that his conduct was unlawful.

      Indemnification of an officer,  director,  employee or agent for expenses,
including attorneys' fees, in connection with actions brought by or in the right
of the  corporation  is also  permitted by Section  145(b),  but only where such
person was not adjudged to be liable to the  corporation.  An  exception  may be
made,  and  indemnification  allowed,  if a court  determines  that  despite the
finding of liability, indemnification for such expenses is proper in view of all
the circumstances of the matter.

      Indemnification  in the two  circumstances  described  above  generally is
optional. The DGCL, however,  requires that a corporation indemnify a present or
former  director  or  officer  (but  not an  employee  or  agent)  who has  been
successful  on the merits in  connection  with any action  described  in the two
preceding  paragraphs.  This  indemnification  includes  coverage  of  expenses,
including  attorneys' fees. A corporation may choose to indemnify an employee or
agent who is successful in such an action, but is not obligated to do so.

      Unless  indemnification  is  ordered  by a court,  the DGCL also  provides
procedures for determining whether a person seeking  indemnification has met the
standard of conduct  described  in Section  145(a) or 145(b)  related to a civil
claim or a criminal claim. This  determination for a person who is a director or
officer  at  the  time  of  such   determination,   would  be  made  in  varying
circumstances  by (1) a  majority  vote of  directors  who are not  party to the
action,  (2) by a committee of such directors,  (3) by independent legal counsel
or (4) by the stockholders. No procedural requirements are set forth in the DGCL
for determining the standard of conduct for a former director or officer, or for
a present or former employee or agent.

      The DGCL also  permits the  corporation  to make an  unsecured  advance of
expenses to a current officer or director for the defense of a civil,  criminal,
administrative or investigative  action. The advance may be made, prior to final
determination of the action, if the corporation receives a repayment undertaking
by the officer or director that the person will repay the  corporation  if it is
later  determined  that such  person is not  entitled  to be so  indemnified.  A
corporation  is authorized to pay expenses,  including  attorneys'  fees,  for a
former  director or officer or a current or former  employee or agent,  upon the
terms and conditions, if any, that the corporation deems appropriate.

      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  personal  liability  for a  director's  breach of
fiduciary duty as a director,  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 173 imposes certain requirements with respect to dividends.

      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 (the
"Indemnification  Agreements")  with  its  directors,  some  of  whom  are  also
executive  officers (the  "Indemnified  Persons") and the Company may enter into
such agreements with other executive officers in the future. 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  (collectively,  "Expenses") paid or incurred by
the  Indemnified  Person in connection with a Claim. A "Claim" is defined as 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.  In addition,  a "Claim"
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 corporation,  partnership,
joint venture,  employee  benefit plan,  trust or other  enterprise,  or must be
related  to  anything  done or not done by the  Indemnified  Person  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  unless 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. In the event of
such  determination,  the Indemnified Person agrees to reimburse the Company for
all amounts that the Company has advanced to the  Indemnified  Person in respect
of such indemnification.

      The  Indemnification  Agreements  also provide:  (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  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  will  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  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 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 third 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,  because  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 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 a claim for  indemnification  against the
Company for any liability arising under the Securities Act, the Company will 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.  Unless in the opinion of counsel for the Company the  question
has previously  been decided by controlling  legal  precedent,  the Company will
make this  submission  to a competent  court,  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. 1998 Employee Stock
         Investment Plan, incorporated by reference to Appendix A to
         Registrant's Proxy Statement filed electronically on December 19,
         1997

     5                 Opinion and Consent of Weil, Gotshal & Manges LLP
         dated March 18, 1998.

     23(a)        Consent of Coopers & Lybrand L.L.P. dated March 17, 1998.

     23(b)        Consent of Weil, Gotshal & Manges LLP (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 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 he provisions referred to in Item 8
      of this  Registration  Statement,  or otherwise,  the  Registrant has been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification  is against public policy as expressed in such Act and is,
      therefore,  unenforceable.  In the event that a claim for  indemnification
      against  such  liabilities  (other than the payment by the  Registrant  of
      expenses incurred or paid by a director,  officer or controlling person of
      the  Registrant  in  the  successful  defense  of  any  action,   suit  or
      proceeding) is asserted by such director, officer or controlling person in
      connection with the securities  being  registered  hereby,  the Registrant
      will,  unless in the opinion of its counsel the matter has been settled by
      controlling precedent,  submit to a court of appropriate  jurisdiction the
      question  whether such  indemnification  by it is against public policy as
      expressed  in such Act and will be governed by the final  adjudication  of
      such issue.
SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Mateo, State of California, on the 18th day
of March, 1998.

                                    FRANKLIN RESOURCES, INC.

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

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

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

FRANKLIN RESOURCES, INC.

Date: March 18, 1998    By:   /s/Charles B. Johnson
                              Charles B. Johnson, President,
                              Chief Executive Officer and Director

Date: March 18, 1998    By:   /s/ Harmon E. Burns
                              Harmon E. Burns, Executive Vice
                             President and Director

Date: March 18, 1998    By:   /s/ Rupert H. Johnson, Jr.
                              Rupert H. Johnson, Jr., Executive
                              Vice President and Director

Date: March 18, 1998    By:   /s/ Charles E. Johnson
                              Charles E. Johnson, Senior Vice
                             President and Director

Date: March 18, 1998    By:   /s/ Martin L. Flanagan
                              Martin L. Flanagan, Senior Vice
                              President and Chief Financial Officer

Date: March 18, 1998    By:   /s/ Kenneth A. Lewis
                              Kenneth A. Lewis, Vice President and
                              Controller

Date: March 18, 1998    By:   /s/ F. Warren Hellman
                              F. Warren Hellman, Director

Date: March 18, 1998    By:   /s/ Harry O. Kline
                            Harry O. Kline, Director

Date: March 18, 1998    By:   /s/ James A. McCarthy
                              James A. McCarthy, Director

Date: March 18, 1998    By:   /s/ Peter M. Sacerdote
                              Peter M. Sacerdote, Director

Date: March 18, 1998    By:   /s/ Louis E. Woodworth
                              Louis E. Woodworth, Director
Exhibit Index

Exhibit Number          Description

     4(a)   Registrant's  Certificate  of  Incorporation,  as filed November 28,
            1969,  incorporated  by reference to Exhibit (3)(i) to the Company's
            Annual  Report on Form 10-K for the fiscal year ended  September 30,
            1994 (the "1994 Annual Report")

     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. 1998 Employee Stock Investment Plan,
            incorporated by reference to Appendix A to Registrant's Proxy
            Statement filed electronically on December 19, 1997

     5      Opinion and Consent of Weil, Gotshal & Manges LLP dated March 18,
            1998.

     23(a)  Consent of Coopers & Lybrand L.L.P. dated March 17, 1998.

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

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