As filed with the Securities and Exchange Commission on December 7, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 6035 13-2670991
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
777 Mariners Island Boulevard
San Mateo, California 94404-1585
(650) 312-2000
(Address, including zip code, and telephone
number, including area code, of
registrants' principal executive office)
Leslie M. Kratter, Esq.
Senior Vice President and Secretary
777 Mariners Island Boulevard
San Mateo, California 94404-1585
(650) 312-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Please send copies of communications to:
Jeremy W. Dickens, Esq. Stanley F. Farrar, Esq.
Jeffrey E. Tabak, Esq. Sullivan & Cromwell
Weil, Gotshal & Manges LLP 1888 Century Park East
767 Fifth Avenue Los Angeles, California 90067-1725
New York, New York 10153 (310) 712-6600
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
=================================================== ====================== ================= ================ =================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------- ---------------------- ----------------- ---------------- -----------------

Common Stock, par value $0.10 per share 8,280,000 shares (1) $36.315(2) $300,688,200 $79,382
=================================================== ====================== ================= ================ =================

(1) Includes 1,080,000 shares subject to the underwriters' over-allotment
option.
(2) Calculated in accordance with Rule 457(c) based on the average of the high
and low sale prices per share on the New York Stock Exchange on December 4,
2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

===============================================================================

NY2:\982142\11\46360.0043

The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated December 7, 2000.

7,200,000 Shares

FRANKLIN RESOURCES, INC.

Common Stock

----------

The common stock is listed on the New York Stock Exchange and the
Pacific Exchange under the symbol "BEN" and on the London Stock Exchange under
the symbol "FKR". The last reported sale price of our common stock on the New
York Stock Exchange on December 5, 2000 was $37.50 per share.

See "Risk Factors" beginning on page 10 to read about factors you
should consider before buying shares of the common stock.

----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

----------

PER SHARE TOTAL
--------- -----

Price to public......................................................... $ $
Underwriting discount................................................... $ $
Proceeds, before expenses, to Franklin Resources........................ $ $

To the extent that the underwriters sell more than 7,200,000 shares of
common stock, the underwriters have the option to purchase up to an additional
1,080,000 shares from Franklin Resources at the price to public less the
underwriting discount.

----------

The underwriters expect to deliver the shares against payment in New
York, New York on , 2000.

GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.

----------

Prospectus dated , 2000.

WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AS IF WE HAD AUTHORIZED IT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH THEY RELATE, NOR DOES THIS PROSPECTUS
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF THE DATE ON THE COVER PAGE. WHEN
WE DELIVER THIS PROSPECTUS OR MAKE A SALE PURSUANT TO THIS PROSPECTUS, WE ARE
NOT IMPLYING THAT THE INFORMATION IS CURRENT AS OF THE DATE OF THE DELIVERY OR
SALE.

Whenever we refer to the "Franklin Resources" or to "us," or use the
terms "we" or "our" in this prospectus, we are referring to Franklin Resources,
Inc., a Delaware corporation, and its consolidated subsidiaries. However, for
purposes of the section entitled "Description of Capital Stock," whenever we
refer to the "Franklin Resources" or to "us," or use the terms "we" or "our," we
are referring only to Franklin Resources, Inc. and not to any of its
subsidiaries.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to incorporate by reference the information we
file with it. This means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
Commission will automatically update and supersede the information contained in
this prospectus. We incorporate by reference the following documents we filed
with the Commission pursuant to Section 13 of the Securities Exchange Act of
1934, as amended:

o Annual Report on Form 10-K for the year ended
September 30, 2000;

o description of our common stock contained in our
registration statement on Form 8-A (File No. 1-9318)
on November 6, 1986, including any amendment or
report filed for the purpose of updating that
description; and

o all documents filed by us with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and
prior to the termination of the offering of our
common stock pursuant to this prospectus.

You may request a copy of these filings at no cost by writing to our
Corporate Secretary at Franklin Resources, Inc., 777 Mariners Island Blvd., San
Mateo, California 94404-1585, or telephoning us at (650) 312-2000.

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

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

PROSPECTUS SUMMARY

FRANKLIN RESOURCES, INC.

COMPANY BACKGROUND

We are a leading global investment management company with headquarters
in San Mateo, California. As of September 30, 2000, we managed $229.9 billion in
mutual funds and other investment vehicles for individuals, institutions,
pension plans, trusts, partnerships and other clients in over 135 countries. We
offer over 240 sponsored investment products under the Franklin, Templeton and
Mutual Series brand names, serviced and supported by approximately 6,500
employees in 29 countries. We provide a range of investment advisory and related
services on a global basis to our investment funds, which we believe meet the
wide variety of our clients' investment needs. To complement our core business,
we also offer a range of consumer lending and selected retail banking services.

Our investment products accommodate a wide variety of investment goals,
including capital appreciation, growth and income, income, tax-free income and
preservation of capital. With approximately one-third of our US retail assets in
each of the domestic equity, international equity and fixed income categories,
our asset base is among the most diversified within the asset management
industry. In addition to providing a more stable asset base, this
diversification allows our clients to choose among a variety of Franklin
Templeton Investment products as changing economic and market conditions
warrant. Our funds also offer a range of share structures and fee arrangements
to meet the varying needs of the marketplace. The following table sets forth our
basic categories of investment products, which are held by all types of
investors, including institutional and separate accounts on a worldwide basis,
their respective value and the percentage of our total assets under management
as of September 30, 2000.

% OF TOTAL
ASSETS UNDER
TYPE OF ASSETS VALUE IN BILLIONS MANAGEMENT
-------------- ----------------- ----------

Equity Funds: Held for growth potential, income potential or for
various combinations of these objectives. $151.5 65.9%
Fixed-income Funds: Both long and short-term. $63.8 27.8%
Hybrid Funds: Asset allocation, balanced, flexible and $9.3 4.0%
income-mixed funds.
Money Funds: Short-term liquid assets. $5.3 2.3%

As of September 30, 2000, our total assets under management included $174.1
billion held in U.S. retail mutual funds and $55.8 billion held in institutional
and private accounts and foreign-based investment products. At that date,
non-U.S. investors held $32.4 billion, or 14.1%, of our $229.9 billion in assets
under management.

INVESTMENT PHILOSOPHIES

We believe each major portfolio investment group within Franklin
Templeton Investments offers a distinct approach to investing. Our range of
equity investment products includes products that use a value style of investing
and others that use a growth style of investing. Our Templeton funds employ a
long-term, value-oriented approach to global stock selection, focusing on
investments that are worth more than their current market value and that have
significant growth potential over a five-year time horizon. Our Franklin equity
funds apply a growth-oriented approach, and focus on companies that both lead
their respective industries and exhibit superior long-term growth potential
relative to industry peers. Our Mutual Series funds focus on stocks trading at
deep discounts to their asset value and often invest in companies that are
undergoing structural changes or major reorganizations. The Mutual Series team
often works proactively with an organization's management to devise and
implement changes to enhance shareholder value.

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

Our fixed income investment products employ a conservative investment
style, focusing on a variety of taxable and tax-free fixed income instruments
within numerous global markets. Both the Franklin and Templeton fixed income
research teams seek attractive investment opportunities while avoiding
unnecessary interest rate speculation or credit risk.

Franklin Templeton sponsored investment products are managed by
investment professionals who utilize a team-oriented approach to portfolio
management aimed at ensuring the consistency of our investment philosophies and
processes over time, notwithstanding personnel changes.

BUSINESS OPERATIONS

We sell our fund shares primarily through an extensive network of
independent distribution channels, such as broker/dealers, banks, insurance
companies and other investment advisors. Approximately 3,900 national, regional
and local securities brokerage firms currently distribute shares of our
U.S.-registered funds to the investing public. In the United States, we have 64
general wholesale distributors and six retirement fund wholesale distributors
who market our sponsored investment products to our distribution network.

We derive the majority of our operating revenues, operating expenses
and net income from providing investment advisory and related services through
our subsidiaries to our sponsored investment products. The level of our revenues
depends largely on the level and relative composition of assets under
management. To a lesser degree, our revenues depend also on the level of mutual
fund sales and the number of mutual fund shareholder accounts maintained on our
transfer agent systems. The fees we charge for our services are based on
contracts between our subsidiaries and our sponsored investment products or our
separate account clients.

We earn operating revenue through three primary activities: investment
management, underwriting and distribution, and shareholder servicing. Investment
management fees, which represent the largest component of our operating
revenues, are calculated under contractual arrangements with our sponsored
investment products as a percentage of the market value of assets under
management. We earn underwriting commissions from the sale of certain classes of
mutual funds that require payment of sales commissions at the time of purchase.
We receive distribution fees from our sponsored mutual funds in return for sales
and marketing efforts that we conduct on their behalf. We pay a significant
amount of our underwriting and distribution fees to brokers and other
intermediaries who sell our investment products to the investing public on our
behalf. We receive shareholder servicing fees in return for providing a range of
services, including transfer agency services such as preparing customer
statements, transaction processing and tax reporting. These fees are generally
fixed with respect to each shareholder account, although the fees vary with the
type of fund and services being rendered.

Our secondary business and operating segment, banking/finance, offers
consumer lending and selected retail banking services to individuals.

RECENT PERFORMANCE

Recent years have proven challenging for value investors, as the market
has strongly favored growth oriented investments in a select number of industry
sectors. During this time, we have supported our value-oriented funds, as we
believe that long-term investors in these funds will be rewarded by periods of
strong performance. Recent volatility in the equities markets has demonstrated
the benefits of diversification across asset classes as well as investment
styles. For example, our value-oriented Templeton Growth Fund was significantly
underperforming its growth peers at the height of the market peak earlier this
calendar year. Since that time, many of the leading global funds in its peer
group have precipitously dropped in value, falling from strong double-digit
returns to negative returns from the market peak in March 2000, while Templeton
Growth Fund has simultaneously appreciated in value. Year to date, Templeton
Growth Fund ranks in the top quartile of its growth peer group and leads many of
its largest competitors by a significant margin.

The consistent long-term performance of our sponsored investment
products has earned many of our funds high ratings from recognized industry
sources. As of September 30, 2000, 74% of our U.S. retail mutual fund assets
were rated four- or five-star by Morningstar, Inc. At that date, Lipper Inc.
ranked 67% of our U.S. domestic equity assets in the top half of their peer

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

groups, 69% of our tax-free products in the top half of their peer groups, and
67% of our U.S. retail taxable fixed income products in the top half of their
peer groups. We are the largest manager of tax-free income funds in the United
States, with $44 billion in assets under management as of September 30, 2000. Of
these tax-free assets under management, 94% were held in funds that were rated
four- or five-star by Morningstar. According to an industry report published by
Kanon Bloch Carre, Franklin Templeton Investments was ranked the number two fund
company out of the 20 largest fund companies for one-year U.S. diversified
equity (asset weighted) fund performance through September 30, 2000. This
represents a significant improvement from last year, when Franklin ranked number
seventeen for one-year performance through the third quarter of 1999.

Two-thirds of our Mutual Series funds were ranked in the top third of
their respective Lipper peer groups for fiscal 2000, with the Mutual Beacon,
Qualified, and European funds all placing in the top quartile. At the same time,
all Mutual Series funds ranked in the top half of their peers during the second
half of the fiscal year.

STRATEGY

We intend to take advantage of the significant growth opportunities
that we believe exist in our industry to maintain and strengthen our leadership
position by pursuing the following strategies:

o Offer a broad base of high quality products to meet
customer needs. We are committed to delivering
investment products that minimize risk, maximize
returns and offer a wide range of investing options
to our customers. Through acquisitions and organic
growth, we have broadened our product offering during
the past ten years to include value and growth style
equity investments, as well as various fixed income
and hybrid funds. In addition to selling Templeton's
value-oriented products internationally, we have now
begun offering Franklin equity growth and Mutual
Series products in overseas markets. We also intend
to introduce additional global equity growth funds
under the Franklin brand.

o Enhance brand recognition. We intend to leverage the
widespread recognition of the Franklin, Templeton and
Mutual Series brands, and their association with
premium quality and service, by offering all of our
sponsored investment products under the Franklin
Templeton Investments brand on a global basis. We
believe our strong reputation in various
international markets uniquely positions us to
succeed in the global marketplace. In June 2000, we
launched a campaign to promote the Franklin Templeton
Investments brand, both in the United States and
overseas.

o Continue to enhance customer service. We are
dedicated to providing consistent, effective customer
service, aimed particularly at strengthening our
relationships with the financial advisors who
comprise our principal customer base. We have
significantly enhanced our sales and customer service
processes to address more specifically the particular
interests of our customers and provide value to their
business. We have invested in technology to increase
sales and improve service levels and efficiencies,
and intend to continue to implement technology
enhancements to serve our customers more effectively.
For example, we have introduced information-mining
tools to enable our marketing teams to target
specific customer groups and enhance the
effectiveness of our sales campaigns. In addition, to
respond more effectively to inquiries from both our
financial advisor and shareholder customers, we
intend to upgrade our call center with features such
as single-user interface technology, which provides
our customer service representatives with profiles of
our customers when these customers call us.

We are also developing a comprehensive range of
online services for our customers. In addition to
offering transaction capabilities to our financial
advisor customers, we have introduced online access
to customer asset summary statements and initiated an
eMail Alerts program to notify financial advisors
when new information is added to our Web site. The
franklintempleton.com website has been named by
Forbes Magazine as one of the top ten "Best of the
Web" investment management sites and by Kasina, a
management consulting company, as one of the Top 10

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

Mutual Fund Web Sites for Financial Professionals. We
are currently building an integrated global website
to provide our clients throughout the world with
access to our services presently available to our
U.S. customers in those clients' local languages.

o Continue to expand internationally. We intend to
continue to expand our international business by
developing our operations in those markets that we
believe present the most viable growth opportunities.
We currently operate in 29 countries and serve
clients located in more than 135 countries, which we
believe provides us with a significant competitive
advantage as we seek to increase our presence
internationally. In fiscal 2000, we announced the
acquisition of Bissett & Associates Investment
Management Ltd., a Canadian investment management
company; established a joint venture with Nedcor
Investment Bank in South Africa; and purchased all
the shares of our joint venture in Korea, thus
becoming the first 100% foreign-owned investment
management company in that market. We intend to
continue to expand our operations and local expertise
in many of the rapidly-growing markets in Asia and
South America. We believe that the lack of
comprehensive investment management services, growing
middle class populations and government pension
reforms in many of these markets represent
significant growth opportunities for our business. We
also intend to increase our presence in European
markets by enhancing our distribution and customer
service capabilities, and by introducing new
products.

o Expand private client, high net worth and
institutional businesses. We intend to strengthen our
position in the rapidly-growing market to provide
financial services to high net worth individuals and
institutional clients. To accelerate our growth in
these markets and enhance our services, we recently
agreed to acquire Fiduciary Trust Company
International. We expect the acquisition of Fiduciary
Trust to almost double our institutional business,
add more than 1,000 high net worth accounts and
significantly broaden our products and services. We
believe Fiduciary Trust's significant resources and
experience in providing investment advice,
management, trust and custody services to high net
worth and institutional investors will complement and
enhance the services of FT Trust Company, our
existing institutional division, and the Franklin
Templeton Private Client Group, which provides
investment management, sales, marketing and other
resources to financial advisors to high net worth
individuals.

o Use technology to enhance business operations. We
continually seek to develop a more efficient,
effective organization, and are investing in new
technologies to improve customer service and
operations. During the past year, we undertook a
number of significant system upgrades, and developed
online strategies to improve our service levels, work
environment and productivity. These efforts have
enabled us to streamline our administrative processes
to serve our customers more effectively. We are
committed to building a solid technology foundation
for our expanding global operations.

RECENT DEVELOPMENTS

Fiscal 2000 Results: Our net income for the year ended September 30,
2000 was $562.1 million, or $2.28 per share on a fully diluted basis, on
revenues of $2,340.1 million, compared to net income of $426.7 million, or $1.69
per share on a fully diluted basis, on revenues of $2,262.5 million a year ago.
We incurred pretax restructuring charges of $58.5 million, or $0.17 per share
diluted after tax, in the comparable period last year.

For the quarter ended September 30, 2000, our net income was $140.8
million, or $0.58 per share on a fully diluted basis, on revenues of $593.1
million, compared with net income of $140.4 million, or $0.58 per share on a
fully diluted basis, on revenues of $568.9 million in the preceding quarter and
net income of $132.4 million, or $0.52 per share on a fully diluted basis, on
revenues of $574.0 million in the comparable quarter a year ago.

In fiscal 2000, total operating revenues increased 3% due primarily to
increased simple monthly average assets under management and shareholder
servicing fee increases. Investment management fees increased 4% in fiscal 2000,
primarily because simple monthly average assets under management were 4% higher.

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

Our underwriting and distribution fees decreased 1% in fiscal 2000,
despite a 24% increase in product sales. This decrease resulted from a decline
in commissionable sales year over year, which led to a 12% reduction in
aggregate sales commission revenues. Thus, as our mix of sales change, so does
our commission revenue. The decline in sales commission revenue was offset by an
increase in distribution fees during fiscal 2000. This increase was due
primarily to the increased simple monthly average assets under management.

In fiscal 2000, shareholder servicing fees increased 14% over fiscal
1999. This was due to increased fees from funds whose servicing fees are based
on assets under management and increases in the per account charge, partially
offset by a decrease in the average number of billable accounts for the fiscal
year.

In fiscal 2000, operating expenses decreased 3% due primarily to the
restructuring charge of fiscal 1999. During fiscal 2000, underwriting and
distribution expenses remained at 1999 levels. Total sales increased in fiscal
2000 by 24%, but a significant number of those additional sales were at a low or
zero commission rate, resulting in a smaller proportional increase in the
commissions paid to intermediaries in fiscal 2000 compared to fiscal 1999.
Distribution fees increased consistent with the growth in simple monthly average
assets under management, which more than offset the reduced commission expense.

Our compensation and benefits increased 4% in fiscal 2000, due
primarily to annual salary increases awarded in October 1999 and market
adjustments awarded throughout fiscal 2000 for certain employees. This increased
expenditure was partially offset by a 14% decrease in the average employee
headcount during fiscal 2000 as compared to fiscal 1999.
Information systems, technology and occupancy costs increased 1% in
fiscal 2000. This increase is not indicative of the actual increase in
technology spending, as we have significantly increased our expenditure on
technology initiatives in fiscal 2000. However, that increase was offset by a
decrease in Year 2000 expenses and increased capitalization of technology costs
following the adoption of a new accounting rule. During the past year, we
embarked on a number of significant system upgrades, successfully transitioned
to the Year 2000, and developed online strategies to improve our service levels,
work environment and productivity. We expect that these major system
undertakings will continue to have an impact on our overall expenditures through
fiscal 2001 and beyond. In addition, during fiscal 2000, we incurred slightly
higher occupancy costs related to our site consolidation efforts, new facilities
and the pending relocation of our San Mateo worldwide headquarters.

Advertising and promotion expenses decreased 4% in fiscal 2000. We
initiated a number of campaigns to increase the visibility of our three major
Franklin Templeton Investments brand names: Franklin, Templeton and Mutual
Series. This increased expenditure was partially offset by cost reductions
associated with efficiencies in printing and marketing material production.

Fiduciary Trust Acquisition: In October 2000, we entered into an
agreement to acquire Fiduciary Trust Company International in an all-stock
transaction valued at approximately $825 million. In addition to the purchase
price, the agreement provides for an $85 million retention pool to cover various
payments aimed at retaining certain key employees of Fiduciary Trust. We expect
to complete the transaction, which is subject to Fiduciary Trust shareholder and
regulatory approvals and other customary closing conditions and costs, in the
second quarter of fiscal 2001.

We believe the acquisition of Fiduciary Trust will accelerate our
growth and enhance the value of our products and services. Since its
establishment in 1931, Fiduciary Trust has developed operations in nine
countries, serving major corporations, public funds, foundations, wealthy
families and endowments in the United States, Europe and Asia. We expect the
acquisition to nearly double our institutional assets and provide us with access
to Fiduciary's extensive client base, including approximately 1,000 high net
worth families and approximately 500 institutional clients. At the time the
transaction was announced, the combined entity would have had total assets under
management of more than $280.0 billion.

The principal reason for this offering is to permit the treatment of
the Fiduciary Trust acquisition as a "pooling of interests" for accounting
purposes.

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

- --------------------------------------------------------------------------------
----------
We were organized in Delaware in November 1969. Our executive offices
are located at 777 Mariners Island Boulevard, San Mateo, California 94404-1585
and our telephone number is (650) 312-2000. Franklin, Templeton, Franklin Group
of Funds and Mutual Series are registered trademarks of Franklin Resources, Inc.
or its subsidiaries.

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

THE OFFERING

Shares offered by Franklin Resources... 7,200,000 shares

Shares to be outstanding
after this offering................. 250,818,404 shares

Use of proceeds:....................... For general corporate purposes,
including the repayment of
indebtedness under our medium term
notes and revolving commercial paper
programs. See "Use of Proceeds" on
page 14.

NYSE and Pacific Exchange symbol....... "BEN"

London Stock Exchange symbol........... "FKR"

Unless otherwise indicated, all information contained in this
prospectus assumes that the underwriters have not exercised their over-allotment
option to purchase additional shares.

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

SUMMARY FINANCIAL INFORMATION

The following table sets forth certain of our historical consolidated
financial data as of each of the five years ended September 30, 2000. We derived
this data from our audited consolidated financial statements. The information
presented with respect to the year ended September 30, 1999 includes $58.5
million of restructuring charges. We intend to account for the Fiduciary Trust
acquisition as a "pooling of interests." Therefore, we will restate our
financial statements after closing that transaction to give it effect as though
we had owned Fiduciary Trust throughout all periods presented. We have not
prepared pro forma financial statements reflecting the Fiduciary Trust
acquisition because we do not consider it material to our results of operations
or financial condition.

Year ended September 30,
(in millions, except AUM and per share data)
----------------------------------------------------------------------------
1996 1997 1998 1999 2000
--------------- ------------- -------------- --------------- ---------------

INCOME STATEMENT
- ----------------
Investment management fees $ 827.4 $ 1,203.9 $ 1,413.3 $ 1,340.6 $ 1,399.1
Underwriting and distribution fees 598.3 823.7 982.6 718.9 709.3
Other revenues 93.8 135.7 181.4 203.0 231.7
----------- ---------- ----------- ----------- ------------
Total operating revenues 1,519.5 2,163.3 2,577.3 2,262.5 2,340.1
Total operating expenses 1,102.4 1,571.8 1,935.2 1,723.4 1,676.7
----------- ---------- ----------- ----------- ------------
Operating income 417.1 591.5 642.1 539.1 663.4
Other income, net 39.1 24.3 34.2 35.0 76.2
----------- ---------- ----------- ----------- ------------
Pre-tax income 456.2 615.7 676.3 574.1 739.6
Taxes 141.5 181.7 175.8 147.4 177.5
----------- ---------- ----------- ----------- ------------
Net income $ 314.7 $ 434.1 $ 500.5 $ 426.7 $ 562.1
=========== ========== =========== =========== ============
Earnings per share
Basic $ 1.30 $ 1.72 $ 1.98 $ 1.69 $ 2.28
Diluted 1.25 1.71 1.98 1.69 2.28
EBIT (1) $ 493.1 $ 662.3 $ 716.6 $ 604.6 $ 764.9
EBITDA (2) 530.5 723.5 798.3 704.9 877.5

BALANCE SHEET
- -------------
Total assets $ 2,374.2 $ 3,095.2 $ 3,480.0 $ 3,666.8 $ 4,042.4
Total debt 399.9 611.6 612.4 403.2 362.9
Stockholders' equity 1,400.6 1854.2 2280.8 2657.0 2,965.5

ASSETS UNDER MANAGEMENT ("AUM")
- -------------------------------
(in billions)
Equity funds $ 74.0 $ 145.8 $ 122.4 $ 134.4 $ 151.5
Fixed income funds 61.6 65.0 70.2 67.9 63.8
Hybrid funds 12.4 11.5 11.2 10.2 9.3
Money funds 3.6 3.7 4.8 5.6 5.3
----------- ---------- ----------- ----------- ------------
Total AUM $ 151.6 $ 226.0 $ 208.6 $ 218.1 $ 229.9
----------- ---------- ----------- ----------- ------------
Simple monthly average AUM $ 141.1 $ 192.0 $ 226.9 $ 219.8 $ 227.7

KEY RATIOS
- ----------
ROE (3) 24.6% 26.7% 24.2% 17.3% 20.0%
Operating expenses/operating revenues 72.5 72.7 75.1 76.2 71.6
EBITDA/total revenues 33.3 32.4 30.1 30.3 35.6
Debt/total capitalization 22.2 24.8 21.2 13.2 10.9

(1) EBIT is defined as earnings before interest expense and taxes on income.
(2) EBITDA is defined as earnings before interest expense, taxes on income,
depreciation and the amortization of intangibles. EBITDA, as we define it,
may not be comparable to similarly named measures used by other companies.
EBITDA is not a generally accepted accounting principle measure and should

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

not be considered as an alternative to net income, liquidity, cash flows or
any other measure of performance required by generally accepted accounting
principles.
(3) ROE is defined as net income divided by average stockholders' equity for
the year.

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

RISK FACTORS

An investment in our common stock involves a number of risks. You
should carefully consider the following risk factors and other information in
this prospectus before investing in our common stock. Our business, financial
condition or results of operations could be seriously harmed by any of the
following risks. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

WE FACE STRONG COMPETITION FROM NUMEROUS AND SOMETIMES LARGER COMPANIES.

We compete with numerous investment management companies, stock
brokerage investment banking firms, insurance companies, banks, online and
Internet investment sites, savings and loan associations and other financial
institutions. These companies also offer financial services and other investment
alternatives. Recent consolidation in the financial services industry has
created stronger competitors with greater financial resources and broader
distribution channels than our own. In addition, the online services that we may
offer may fail to compete effectively with other alternatives available to
investors. To the extent that existing or potential customers decide to invest
with our competitors, our market share, revenues and net income could decline.

COMPETING SECURITIES DEALERS AND BANKS COULD RESTRICT SALES OF OUR FUNDS.

Many of the securities dealers on whom we rely to sell and distribute
Franklin, Templeton and Mutual Series fund shares also have mutual funds under
their own names that compete directly with our products. The banking industry
also continues to expand its sponsorship of proprietary funds. These firms or
banks could decide to limit or restrict the sale of our fund shares, which could
lower our future sales and cause our revenues to decline.

CHANGES IN THE DISTRIBUTION CHANNELS ON WHICH WE DEPEND COULD REDUCE OUR
REVENUES AND HINDER OUR GROWTH.

We derive nearly all of our sales through broker/dealers and other
similar investment advisors. Increasing competition in these distribution
channels has caused our distribution costs to rise and could cause further
increases in the future. Higher distribution costs lower our net revenues and
earnings. Additionally, if one of the major financial advisors who distributes
our products were to cease operations, even for a few days, it could have a
significant adverse impact on our revenues and earnings. Moreover, our failure
to maintain strong business relationships with these advisors would impair our
ability to distribute and sell our products, which would have a negative effect
on our level of assets under management, related revenues and overall business
and financial condition.

NEW SHARE CLASSES THAT WE HAVE INTRODUCED YIELD LOWER REVENUES AND HAVE REDUCED
OPERATING MARGINS.

Although we receive reduced or no sales charge at the time of initial
investments in our class A shares that are related to tax deferred plans and
involve sales of more than $1 million, and in our class B shares and C shares,
we must nonetheless pay the related dealer commission. In addition, due to
industry competition, the dealer commissions that we pay on these types of
shares are now higher than in the past and may increase in the future. This
could have a negative effect on our liquidity and operating margins.

IF OUR ASSET MIX SHIFTS TO PREDOMINANTLY FIXED-INCOME PRODUCTS, OUR REVENUES
COULD DECLINE.

We derive higher fee revenues and income from the equity assets that we
manage. Changing market conditions may cause a shift in our asset mix towards
fixed-income products and a decline in our income and revenue.

WE HAVE BECOME SUBJECT TO AN INCREASED RISK OF ASSET VOLATILITY FROM CHANGES IN
THE GLOBAL EQUITY MARKETS.

As our asset mix has shifted since 1992 from predominantly fixed-income
to a majority of equity assets, we have become subject to an increased risk of
asset volatility from changes in global equity markets. Declines in these
markets have caused in the past, and would cause in the future, a decline in our
income and revenue.

THE LEVELS OF OUR ASSETS UNDER MANAGEMENT ARE SUBJECT TO SIGNIFICANT
FLUCTUATIONS.

Global economic conditions, interest rates, inflation rates and other
factors that are difficult to predict affect the mix, market values, and levels
of our assets under management. Fluctuations in interest rates and in the yield
curve affect the value of fixed-income assets under management as well as the
flow of funds to and from fixed-income funds. In turn, this affects our asset
management revenues from those assets. Similarly, changes in the equity
marketplace may significantly affect the level of our assets under management.
The factors above often have opposite effects on equity funds and fixed-income
funds, making it difficult for us to predict the net effect of any particular
set of conditions on our business and to devise effective strategies to
counteract those conditions.

WE FACE RISKS ASSOCIATED WITH CONDUCTING OPERATIONS IN NUMEROUS FOREIGN
COUNTRIES.

We sell mutual funds and offer investment advisory and related services
in many different regulatory jurisdictions around the world, and intend to
continue to expand our operations internationally. Regulators in these
jurisdictions could change their policies or laws in a manner that might
restrict or otherwise impede our ability to distribute or register investment
products in their respective markets, which could force us to revise our
business strategy.

GENERAL ECONOMIC AND SECURITIES MARKETS FLUCTUATIONS MAY REDUCE OUR SALES AND
MARKET SHARE.

Adverse general securities market conditions, increased market
volatility, currency fluctuations, governmental regulations and recessionary
global economic conditions could reduce our mutual fund share sales and other
financial services products sales. Increased and unusual market volatility and
high valuations in the technology sector and many "new economy" stocks could
also reduce our mutual fund share sales to the extent that customers decided to
shift to predominately fixed-income products. Similarly, our securitized
consumer receivables business is subject to marketplace fluctuation. General
economic and credit market downturns could reduce the ability of our customers
to repay loans, which could cause our consumer loan portfolio losses to
increase.

OUR INABILITY TO MEET CASH NEEDS COULD HAVE A NEGATIVE EFFECT ON OUR FINANCIAL
CONDITION AND BUSINESS OPERATIONS.

Our ability to meet anticipated cash needs depends upon factors
including our asset value, our creditworthiness as perceived by lenders and the
market value of our stock. Similarly, our ability to securitize and hedge future
portfolios of auto loan and credit card receivables, and to obtain continued
financing for class B shares, is also subject to the market's perception of
those assets, finance rates offered by competitors, and the general market for
private debt. If we are unable, for any reason, to obtain these funds and
financing, we may be forced to incur unanticipated costs or revise our business
plan.

WE FACE INCREASED COMPETITION IN HIRING AND RETAINING QUALIFIED EMPLOYEES.

Our continued success will depend upon our ability to attract and
retain qualified personnel. Competition to hire these employees has increased,
particularly in certain geographic locations where the majority of our workforce
is employed. We may be forced to offer compensation and benefits to these
employees at a level that exceeds inflation. With historically low unemployment
in the United States, qualified personnel are now moving between firms and
starting their own companies with greater frequency. If we are not able to
attract and retain qualified employees, our overall business condition and
revenues could suffer.

OUR EMERGING MARKET PORTFOLIOS AND RELATED REVENUES ARE VULNERABLE TO POLITICAL
AND ECONOMIC RISKS ASSOCIATED WITH EMERGING MARKETS.

Our emerging market portfolios and revenues derived from managing these
portfolios are subject to significant risks of loss from political and
diplomatic developments, currency fluctuations, social instability, changes in
governmental polices, expropriation, nationalization, asset confiscation and
changes in legislation related to foreign ownership. Foreign trading markets,
particularly in some emerging market countries are often smaller, less liquid,
less regulated and significantly more volatile than the U.S. and other
established markets.

DIVERSE AND STRONG COMPETITION LIMITS THE INTEREST RATES THAT WE CAN CHARGE ON
CONSUMER LOANS.

We compete with many types of institutions for consumer loans,
including the finance subsidiaries of large automobile manufacturers. Some of
these competitors can provide loans at significantly below-market interest rates
in connection with automobile sales. Our inability to compete effectively
against these companies or to maintain our relationships with the various
automobile dealers through which we offer consumer loans could harm the growth
of our consumer loan business.

OUR PRINCIPAL STOCKHOLDERS, INCLUDING TWO OF OUR DIRECTORS, OWN ENOUGH OF OUR
SHARES TO SIGNIFICANTLY INFLUENCE OUR COMPANY, WHICH WILL LIMIT YOUR ABILITY TO
INFLUENCE CORPORATE MATTERS.

Following the closing of this offering, our principal stockholders,
including two of our directors, will beneficially own approximately 43% of our
outstanding common stock. As a result, these stockholders will be able to
significantly influence the outcome of any matter requiring a stockholder vote
and, as a result, our management and affairs. Matters that typically require
stockholder approval include the following:

o election of directors;

o merger or consolidation with another company; and

o sale of all or substantially all of our assets.

FORWARD-LOOKING INFORMATION

This prospectus and the documents that we incorporate by reference
contain certain statements that are, or may be considered to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We generally indicate these
statements by words or phrases such as "anticipate," "estimate," "plan,"
"expect," "believe," "intend," "foresee" and similar words or phrases. These
statements discuss, among other things, expected growth, domestic and
international development and expansion strategy, and future performance. All of
these forward-looking statements are subject to risks, uncertainties and
assumptions, which we describe under the caption "Risk Factors" or in the
documents we incorporate by reference. Consequently, actual events and results
may vary significantly from those included in or contemplated or implied by our
forward-looking statements. The forward-looking statements included in this
prospectus or the relevant incorporated document are made only as of the date of
this prospectus or the relevant incorporated document, as the case may be, and,
except as required by law, we undertake no obligation to publicly update these
forward-looking statements to reflect subsequent events or circumstances.

USE OF PROCEEDS

We estimate that the gross proceeds to us from the sale of the
7,200,000 shares of common stock in this offering will be approximately $270.0
million, or approximately $310.5 million if the underwriters exercise in full
their option to purchase additional shares from us, before deducting an assumed
underwriting discount and estimated offering expenses and assuming a public
offering price of $37.50 per share, the closing price of our common stock on the
NYSE on December 5, 2000.

We intend to use the net proceeds from this offering for general
corporate purposes. Depending on the amount of net proceeds we receive from this
offering, we may also use the net proceeds to repay up to $60.0 million of
indebtedness under our medium term notes program and up to $250.0 million of
indebtedness under our short-term commercial paper program. The medium term
notes bear interest at 6.56% per annum and mature on March 15, 2001. Our
obligations under the commercial paper program bear interest at a blended rate
of 6.47% per annum with varying short-term maturity dates. Pending the
application of the net proceeds, we may invest the net proceeds in short-term,
interest-bearing instruments or other investment-grade securities.

Because we cannot specify with certainty the precise uses to which the
net proceeds will be allocated, our management will have broad discretion in the
application of the net proceeds.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is traded on the NYSE and the Pacific
Exchange under the symbol "BEN" and on the London Stock Exchange under the
symbol "FKR". The following table sets forth for the fiscal quarters indicated
the intra-day high and low sale prices for our common stock, as reported on the
NYSE Composite Tape, and the dividends per share declared in respect of those
quarters. The last reported sale price of the common stock on the NYSE on
December 5, 2000 was $37.50 per share.

HIGH LOW CASH DIVIDENDS
---- --- --------------
FISCAL 1999
First Quarter............................. $45.62 $26.50 $0.055
Second Quarter............................ 38.38 27.00 0.055
Third Quarter............................. 45.00 27.12 0.055
Fourth Quarter............................ 43.44 29.75 0.055

FISCAL 2000
First Quarter............................. 35.00 27.44 0.060
Second Quarter............................ 39.19 24.63 0.060
Third Quarter............................. 36.25 28.19 0.060
Fourth Quarter............................ 45.63 30.00 0.060

FISCAL 2001
First Quarter through December 5, 2000.... 45.34 35.25 --

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

We declared dividends of $0.24 per share in fiscal 2000 and
$0.22 per share in fiscal 1999. We expect to continue paying dividends on a
quarterly basis to common stockholders. In determining whether or when to pay
dividends, our board of directors will exercise its discretion and will take
into account a number of factors, including our earnings, capital requirements,
the availability of statutory surplus and our overall financial condition.

As of December 1, 2000, there were approximately 4,900 record
holders of our common stock. As of that date, based on nominee solicitation, we
believe that there were approximately 27,000 beneficial holders of our common
stock whose shares are held in street name.

CAPITALIZATION

The following table sets forth our consolidated capitalization as of
September 30, 2000. Our capitalization is presented:

o On an actual basis; and
o On an unaudited pro forma basis as adjusted to reflect the
sale of the 7,200,000 shares in this offering, as if it had
occurred on September 30, 2000, at an assumed offering price
of $37.50 per share, the last reported sale price of our
common stock on the NYSE on December 5, 2000, before deducting
an assumed underwriting discount and estimated offering
expenses payable by us.

AS OF SEPTEMBER 30,
-------------------
PRO FORMA
---------
ACTUAL AS ADJUSTED
------ -----------
(in thousands)

Cash and cash equivalents $ 734,071 $ 1,004,071

Current liabilities 489,559 489, 559
Banking/Finance liabilities 238,954 238,954
Long-term debt, less current maturities 294,090 294,090
Other long-term debt 54,347 54,347
Total liabilities 1,076,950 1,076,950
----------- -----------

Stockholders' equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized; none -- --
issued and outstanding
Common stock, $0.10 par value, 500,000,000 shares authorized;
243,730,140 shares issued and outstanding; and 250,930,140 24,373 25,093
shares issued and outstanding pro forma as adjusted
Capital in excess of par value -- 269,280
Retained earnings 2,932,166 2,932,166
Other (3,422) (3,422)
Accumulated other comprehensive income 12,376 12,376
Total stockholders' equity 2,965,493 3,235,493
----------- -----------
Total Capitalization ( Long-term debt plus total
stockholders' equity) $ 3,313,930 $ 3,583,930
=========== ===========

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the
beneficial ownership of our common stock, including the percent of total voting
power, as adjusted to reflect the sale of 7,200,000 shares of our common stock
offered hereby as of December 1, 2000 by:

o each person known by us to own beneficially more than five
percent of the outstanding shares of our common stock,

o our directors and each individual who served as our chief
executive officer during fiscal 2000, and

o all executive officers and directors as a group.

Unless otherwise indicated, each person named in the table has sole
voting power and investment power or shares such power with his or her spouse
with respect to all shares of capital stock listed as owned by such person.

SHARES OF COMMON STOCK %TOTAL VOTING POWER
BENEFICIALLY OWNED (A)
PRIOR TO THE OFFERING AFTER THE OFFERING PRIOR TO THE AFTER THE
OFFERING OFFERING

Harmon E. Burns (b) 1,846,609 1,846,609 * *
Martin L. Flanagan (c) 606,927 606,927 * *
Allen J. Gula, Jr. (d) 27,973 27,973 * *
Charles B. Johnson (e)(f) 46,861,149 46,861,149 19.24 18.68
Charles E. Johnson (g) 304,596 304,596 * *
Gregory E. Johnson (h) 435,066 435,066 * *
Rupert H. Johnson, Jr. (e)(i) 38,165,599 38,165,599 15.67 15.22
Harry O. Kline 3,000 3,000 * *
James A. McCarthy 5,000 5,000 * *
Peter M. Sacerdote 25,000 25,000 * *
R. Martin Wiskemann (e)(j) 22,087,724 22,087,724 9.07 8.81
Louis E. Woodworth (k) 1,954,928 1,954,928 * *

Directors and Executive Officers as a
group (consisting of 18 persons)(l) 91,217,291 91,217,291 37.44 36.40
* Represents less than 1% of class

(a) Includes shares which the individual has the right to acquire within sixty
(60) days after December 1, 2000, but does not include any shares granted but
not yet issued as of December 1, 2000 under incentive compensation arrangements
described below.

(b) Includes 1,263,800 shares held directly and 500,002 shares held in an IRA
account for which Mr. Burns holds sole voting and investment power. Also
includes 77,998 shares of which Mr. Burns disclaims beneficial ownership, held
by a private foundation of which Mr. Burns is a trustee. Also includes
approximately 4,809 shares which represent a pro-rata number of shares
equivalent to Mr. Burns' percentage of ownership of the holdings of the Franklin
Resources, Inc. Profit Sharing Plan, as of September 30, 2000. Mr. Burns
disclaims any beneficial ownership of such shares.

(c) Includes 606,328 shares held directly for which Mr. Flanagan holds sole
voting and investment power. Also includes approximately 599 shares which
represent a pro-rata number of shares equivalent to Mr. Flanagan's percentage of
ownership of the holdings of the Profit Sharing Plan, as of September 30, 2000.
Mr. Flanagan disclaims any beneficial ownership of such shares.

(d) Includes 6,825 shares held directly for which Mr. Gula holds sole voting and
investment power. Also includes a total of 21,148 shares of unvested restricted
stock granted in September 1999 under the 1998 Universal Stock Incentive Plan
(the "1998 Stock Plan").

(e) The address of Messrs. C. B. Johnson, R. H. Johnson, Jr. and Wiskemann is:
c/o Franklin Resources, Inc., 777 Mariners Island Boulevard, San Mateo,
California, 94404.

(f) Includes 39,103,061 shares held directly. Also includes 3,963,675 shares
held in an IRA account and 3,000,000 shares held in a limited partnership for
all of which Mr. C. B. Johnson holds sole voting and investment power. Also
includes approximately 6,447 shares which represent a pro-rata number of shares
equivalent to Mr. C. B. Johnson's percentage of ownership of the holdings of the
Profit Sharing Plan as of September 30, 2000. Mr. C. B. Johnson disclaims any
beneficial ownership of such shares. Also includes 787,966 shares of which Mr.
C. B. Johnson disclaims beneficial ownership, held by a private foundation of
which Mr. C. B. Johnson is a trustee.

(g) Includes 296,869 shares held directly for which Mr. C. E. Johnson holds sole
voting and investment power. Also includes 6,237 shares held by members of Mr.
C. E. Johnson's immediate family, of which Mr. C. E. Johnson disclaims
beneficial ownership. Also includes approximately 1,490 shares which represent a
pro-rata number of shares equivalent to Mr. C. E. Johnson's percentage of
ownership of the Profit Sharing Plan as of September 30, 2000.

(h) Includes 421,448 shares held directly for which Mr. G. E. Johnson holds sole
voting and investment power. Also includes 12,538 shares held by members of Mr.
G. E. Johnson's immediate family, of which Mr. G. E. Johnson disclaims
beneficial ownership. Also includes approximately 1,080 shares which represent a
pro-rata number of shares equivalent to Mr. G. E. Johnson's percentage of
ownership of the Profit Sharing Plan as of September 30, 2000.

(i) Includes 35,577,727 shares held directly and 2,205,245 shares held in an IRA
account for which Mr. R. H. Johnson, Jr. holds sole voting and investment power.
Also includes approximately 5,421 shares which represent a pro-rata number of
shares equivalent to Mr. R H. Johnson's percentage of ownership of the holdings
of the Profit Sharing Plan as of September 30, 2000. Mr. R. H. Johnson disclaims
any beneficial ownership of such shares. Also includes 373,834 shares of which
Mr. R. H. Johnson disclaims beneficial ownership, held by a private foundation
of which Mr. R. H. Johnson is a trustee. Also includes 3,372 shares held by a
member of Mr. R. H. Johnson's immediate family, of which Mr. R. H. Johnson
disclaims beneficial ownership.

(j) Includes 20,883,474 shares held directly and 1,065,680 shares held in an IRA
account for which Mr. Wiskemann holds sole voting and investment power. Also
includes a total of 844 shares of unvested restricted stock granted in October
1998 under the 1998 Stock Plan. Also includes 137,726 shares of which Mr.
Wiskemann disclaims beneficial ownership, held by a private foundation of which
Mr. Wiskemann is a trustee.

(k) Includes 1,121,840 shares held directly and 613,088 shares held in an IRA
account for which Mr. Woodworth holds sole voting and investment power. Also
includes 220,000 shares held by a member of Mr. Woodworth's immediate family, of
which he disclaims beneficial ownership.

(l) Includes all of the above-named individuals, except Mr. Wiskemann.

DESCRIPTION OF CAPITAL STOCK

The following summary description of provisions of our certificate of
incorporation is qualified in its entirety by reference to the Delaware General
Corporation Law and our certificate of incorporation, as amended, which is
incorporated by reference herein.

Our authorized capital stock consists of 500,000,000 shares of common
stock, par value $0.10 per share, and 1,000,000 shares of preferred stock, par
value $1.00 per share, issuable in one or more series from time to time by
resolution of our board of directors.

As of December 1, 2000, 243,618,404 shares of our common stock and no
series of preferred stock were issued and outstanding. After this offering,
there will be up to an additional 8,280,000 shares of our common stock
outstanding. Our common stock is listed on the New York Stock Exchange, the
Pacific Exchange, Inc. and the London Stock Exchange.

Holders of our common stock are entitled to receive dividends when, as
and if declared by our board of directors out of any funds legally available for
dividends. Holders of our common stock are also entitled, upon our liquidation,
and after claims of creditors and preferences of any other class or series of
our preferred stock outstanding at the time of liquidation, to receive pro rata
our net assets.

Holders of our common stock are entitled to one vote for each share
that they hold and are vested with all of the voting power, except as our board
of directors may provide in the future with respect to any class or series of
our preferred stock that it may authorize in the future. Shares of our common
stock are not redeemable and have no subscription, conversion or preemptive
rights.

Our board of directors has the authority to issue shares of preferred
stock by resolution in one or more series of equal rank with such different
series, designations, preferences and other relative participating, optional or
other special rights, and qualifications, limitations and restrictions thereof,
including the number of shares in each series, preferences upon liquidation or
dissolution, dividend and conversion rights and rates, and redemption provisions
of the shares constituting any class or series, without any further vote or
action by the stockholders. Any shares of preferred stock so issued would have
priority over the common stock with respect to dividend or liquidation rights or
both.

UNDERWRITING

Franklin Resources and the underwriters for the offering named below
will enter into an underwriting agreement with respect to the shares being
offered. Subject to certain conditions, each underwriter will severally agree to
purchase the number of shares indicated in the following table. Goldman, Sachs &
Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the
representatives of the underwriters.

Underwriters Number of Shares
------------ ----------------
Goldman, Sachs & Co...................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated....
---------
Total........................................ 7,200,000
---------

If the underwriters sell more shares than the total number set forth in
the table above, the underwriters will have an option to buy up to an additional
1,080,000 shares from Franklin Resources to cover such sales. They may exercise
that option for 30 days. If any shares are purchased pursuant to this option,
the underwriters will severally purchase shares in approximately the same
proportion as set forth in the table above.

The following table shows the per share and total underwriting
discounts and commissions to be paid to the underwriters by Franklin Resources.
Such amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase 1,080,000 additional shares.

No Exercise Full Exercise
----------- -------------
Per Share............................. $ $
Total................................. $ $

Shares sold by the underwriters to the public will initially be offered
at the price to public set forth on the cover of this prospectus. Any shares
sold by the underwriters to securities dealers may be sold at a discount of up
to $ per share from the initial price to public. Any such securities dealers may
resell any shares purchased from the underwriters to certain other brokers or
dealers at a discount of up to $ per share from the initial price to public. If
all the shares are not sold at the initial price to public, the representatives
may change the offering price and the other selling terms.

Under the terms of the underwriting agreement, Franklin Resources and
certain of its directors, officers and stockholders will agree with the
underwriters not to dispose of or hedge any common stock or securities
convertible into or exchangeable for shares of common stock during the period
from the date of this prospectus continuing through the date 90 days after the
date of this prospectus, except with the prior written consent of the
representatives. This agreement does not apply to any existing employee benefit
plans.

In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Shorts sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from Franklin Resources in the offering.
The underwriters may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares in the open
market. In determining the source of shares to close out the covered short
position, the underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to the price at
which they may purchase shares through the overallotment option. "Naked" short
sales are any sales in excess of such option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of various bids for or purchases of
common stock made by the underwriters in the open market prior to the completion
of the offering.

The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.

Purchases to cover a short position and stabilizing transactions may
have the effect of preventing or retarding a decline in the market price of
Franklin Resources' stock, and together with the imposition of the penalty bid,
may stabilize, maintain or otherwise affect the market price of the common
stock. As a result, the price of the common stock may be higher than the price
that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued at any time. These transactions may be
effected on the relevant exchange, in the over-the-counter market or otherwise.

Franklin Resources estimates that the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately $ .

Certain of the underwriters or their respective affiliates may be
customers of Franklin Resources in the ordinary course of business. In addition,
certain of the underwriters or their respective affiliates have provided from
time to time, and expect to provide in the future, investment banking and other
financial services to Franklin Resources and its affiliates, for which such
underwriters or their affiliates have received or will receive customary fees
and commissions. Goldman Sachs also is acting as financial advisor to Fiduciary
Trust in connection with the acquisition of Fiduciary Trust by Franklin
Resources, for which it will receive a customary fee.

Franklin Resources has agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.

VALIDITY OF COMMON STOCK

The validity of the shares of common stock being offered by this
prospectus will be passed upon for us by Weil, Gotshal & Manges LLP, New York,
New York and for the underwriters by Sullivan & Cromwell, Los Angeles,
California.

EXPERTS

Our financial statements as of September 30, 1999 and 2000 and for each
of the years in the three-year period ended September 30, 2000, included in our
Annual Report on Form 10-K for the year ended September 30, 2000, have been
audited by PricewaterhouseCoopers LLP, independent accountants as set forth in
their report thereon included herein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You can inspect
and copy these reports, proxy statements and other information at the public
reference facilities of the Commission, in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can also obtain copies of these materials from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Please call the Commission at
1-800-SEC-0330 for further information on its public reference room. The
Commission also maintains a web site that contains reports, proxy statements and
other information regarding registrants that file electronically with the
Commission (http://www.sec.gov). You can inspect reports and other information
we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.

We have filed with the Commission a registration statement and related
exhibits on Form S-3 under the Securities Act of 1933, as amended. This
prospectus, which is a part of the registration statement, omits certain
information contained in the registration statement. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each contract, agreement or other

document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each
statement is deemed qualified in its entirety to that reference.

No dealer, salesperson or other person is authorized to
give any information or to represent anything not contained
in this prospectus. You must not rely on any unauthorized 7,200,000 Shares
information or representations. This prospectus is an offer
to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do FRANKLIN RESOURCES, INC.
so. The information contained in this prospectus is current
only as of its date.

_____________________ Common Stock

TABLE OF CONTENTS
Page
----
Incorporation of Certain Documents by
Reference...........................................i
Prospectus Summary.......................................1
Risk Factors.............................................10 _____________________
Forward Looking Information..............................13
Use of Proceeds..........................................14
Price Range of Common Stock and PROSPECTUS
Dividend Policy.....................................14
Capitalization...........................................15
Principal Stockholders...................................16 _____________________
Description of Capital Stock.............................18
Underwriting.............................................19
Validity of Common Stock.................................20
Experts..................................................20
Where You Can Find More Information......................20
GOLDMAN, SACHS & CO.

MERRILL LYNCH & CO.

Representatives of the Underwriters

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses that we expect to incur in
connection with the issuance and distribution of the securities described in
this Registration Statement, other than the underwriting discount. All amounts,
except the SEC registration fees, are estimated.

SEC registration fee................. $79,382
Printing and postage fees............ *
Legal fees and expenses.............. *
Accounting fees and expenses......... *
Miscellaneous........................ *
Total $*

* To be provided by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

Section 102(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.

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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No. Exhibit Description
- ----------- -------------------
1.1* Form of Underwriting Agreement

2.1 Amendment and Plan of Share Acquisition dated as of October 25, 2000
between Fiduciary Trust Company International and Franklin Resources,
Inc. (incorporated by reference to the Registrant's registration
statement on Form 8-K/A, filed on October 26, 2000).

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

3.2 Certificate of Amendment of the Certificate of Incorporation, as filed
March 1, 1985 (incorporated by reference to Exhibit (3)(ii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994).

3.3 Certificate of Amendment of the Certificate of Incorporation, as filed
April 1, 1987 (incorporated by reference to Exhibit (3)(iii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994).

3.4 Certificate of Amendment of the Certificate of Incorporation, as filed
February 2, 1994 (incorporated by reference to Exhibit (3)(iii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994).

3.5 Amended and Restated By-laws (incorporated by reference to Exhibit
3(ii) to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 2000)

4.1** Specimen Common Stock Certificate

5.1** Opinion of Weil, Gotshal & Manges LLP as to the legality of the shares
being registered.

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21 to the
Registrant's Annual Report on Form 10-K for the year ended September
30, 2000)

23.1** Consent of PricewaterhouseCoopers LLP

23.2** Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 hereto).

24.1 Power of Attorney (included on page II-5).

-----------------
* Filed herewith
**To be provided by amendment.

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes 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 Securities 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 the Registration Statement 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.

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 foregoing provisions, 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 the Securities 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, 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 the Securities Act and the decision of such court will be
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 this 7th day of
December, 2000.

FRANKLIN RESOURCES, INC.

By: /s/ Charles B. Johnson
--------------------------------
Charles B. Johnson, Chairman, Chief
Executive Officer and Member - Office of the Chairman

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints each of Martin L. Flanagan, and Leslie M. Kratter or
any of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, to sign this
Registration Statement on Form S-3 (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that any such attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on December 7,
2000 in the capacities indicated.

SIGNATURE CAPACITY DATE
- --------- -------- ----

/s/ Charles B. Johnson Chairman, Chief Executive Officer, December 7, 2000
- --------------------------- Member - Office of the Chairman,
Charles B. Johnson and Director

/s/ Harmon E. Burns Vice Chairman and Member - Office December 7, 2000
- --------------------------- of the Chairman, and Director
Harmon E. Burns

/s/ Martin L. Flanagan President, Member - Office of the December 7, 2000
- --------------------------- President, and Chief Financial
Martin L. Flanagan Officer

/s/ Allen J. Gula, Jr. President, and Member - Office of December 7, 2000
- --------------------------- the President
Allen J. Gula, Jr.

/s/ Gregory E. Johnson President, Member - Office of the December 7, 2000
- --------------------------- President, and Director
Gregory E. Johnson

/s/ Rupert H. Johnson, Jr. Vice Chairman, Member - Office of December 7, 2000
- --------------------------- the Chairman, and Director
Rupert H. Johnson, Jr.

/s/ Harry O. Kline Director December 7, 2000
- ----------------------------
Harry O. Kline

/s/ James A. McCarthy
- ---------------------------- Director December 7, 2000
James A. McCarthy

/s/ Peter M. Sacerdote
- ---------------------------- Director December 7, 2000
Peter M. Sacerdote

/s/ Charles R. Sims Vice President-Finance, Chief December 7, 2000
- ---------------------------- Accounting Officer and Treasurer
Charles R. Sims

/s/ Louis E. Woodworth
- ---------------------------- Director December 7, 2000
Louis E. Woodworth

EXHIBIT INDEX

Exhibit No. Exhibit Description
- ----------- -------------------

1.1* Form of Underwriting Agreement

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

3.5 Amended and Restated By-laws (incorporated by reference to Exhibit
3(ii) to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 2000)

4.1** Specimen Common Stock Certificate

5.1** Opinion of Weil, Gotshal & Manges LLP as to the legality of the shares
being registered.

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21 to the
Registrant's Annual Report on Form 10-K for the year ended September
30, 2000)

23.1** Consent of PricewaterhouseCoopers LLP

23.2** Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 hereto).

24.1 Power of Attorney (included on page II-5).

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

*Filed herewith
**To be provided by amendment.