UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
                                       OR
                                       [ ]
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to
                        Commission file number 333-56869

                            FRANKLIN RECEIVABLES LLC
                           FRANKLIN AUTO TRUST 1998-1
             (Exact name of Registrant as specified in its charter)

Delaware                                                           94-3301790
(State or other jurisdiction of                               (I.R.S.   Employer
incorporation  or organization)                             Identification  No.)

47 West 200 South, Suite 500
Salt Lake City, Utah                                                       84101
(Address of principal executive offices)                             (Zip  Code)

Registrant's  telephone  number,  including Area Code (801) 238-6700  Securities
registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which  registered
Asset Backed Notes                    None



           Securities registered pursuant to Section 12(g) of the Act:
                               Asset Backed Notes
                                (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for at least the past 90 days. YES X NO ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [__]

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
Registrant:

N/A

DOCUMENTS INCORPORATED BY REFERENCE:

Certain  portions  of the  Registrant's  Current  Report  on Form  8-K  filed on
November 16, 1998.


                                     PART I

Item 1.   Business

     On September 29, 1998,  Franklin  Receivables LLC transferred $131,394,000 
     of Prime, Non-Prime and Sub-Prime  motor vehicle  retail  installment  sale
     contracts (the "Receivables"), to Franklin Auto Trust 1998-1 (the "Trust").
     The Trust  transferred  the  Receivables  to The Chase  Manhattan  Bank, as
     indenture trustee ("Indenture Trustee"),  who in turn issued Class A-1 5.5%
     Asset  Backed  Notes  in  the  aggregate   original   principal  amount  of
     $109,000,000 due January 15, 2002 and Class A-2 5.65% Asset Backed Notes in
     the aggregate original principal amount of $22,394,000 due January 15, 2002
     (collectively, the "Asset Backed Notes").

Item 2.   Properties
     See Item 1 Above.

Item 3.   Pending Legal Proceedings

     There are no material pending legal  proceedings to which the Registrant is
     a party,  or of which any of its property is the subject;  nor are any such
     proceedings known to be contemplated by any governmental authorities.

Item 4.   Submission of Matters to a Vote of Security Holders

     During the fourth  quarter of the fiscal year  covered by this  report,  no
     matter was submitted to a vote of security holders.


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

     There were three  holders of record of Asset  Backed Notes as of the end of
     the Registrant's fiscal year. To Registrant's knowledge, there is no active
     market for such securities.

Item 6.   Selected Financial Highlights

     N/A

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

     N/A

Item 7A.  Quantitative and Qualitative and Disclosures about Market Risk

     N/A

Item  8.  Financial   Statements  and   Supplementary   Data

     Exhibit 19(a) to Registrant's  Current Report on Form 8-K filed on November
     16, 1998 containing the Franklin Auto Trust 1998-1 Monthly Servicing Report
     for the Collection Period ending September 30, 1998 is hereby  incorporated
     by this reference.

Item 9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

     None.


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant.

     None.

Item 11.  Executive Compensation

     N/A

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following  persons hold in excess of 5% of the aggregate  outstanding  Asset
Backed Notes as of September 29, 1998:

           NAME                     AMOUNT                  PERCENTAGE
           ----                     ------                  ----------

Western Asset Management Company  $75,000,000 Class A-1         57%
CDC Investment Management         $34,000,000 Class A-1         26%
Hancock Asset Management          $22,394,000 Class A-2         17%

The  addresses of the holders are:  Western  Asset  Management  Company,  117 E.
Colorado  Blvd.,  6th Floor,  Pasadena,  California  91105-1938;  CDC Investment
Management,  9 West 57th Street,  36th Floor, New York, New York 10019;  Hancock
Asset Management, 200 Clarendon, 57th Floor, Boston, Massachusetts 02117.


Item 13.  Certain Relationships and Related Transactions
          N/A


                                     PART IV

Item 14.  Exhibits,  Financial Statement Schedules and Reports on Form 8-K

     (a)(1)  Please  see  the  index  in  Item  8 for a list  of  the  financial
             statements filed as part of this report.

        (2)  Please  see  the  index  in  Item  8 for a list  of  the  financial
             statement schedules filed as part of this report.


     (b)(1)  Current Report on Form 8-K: None.


                                SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on the date indicated.


                         FRANKLIN RECEIVABLES LLC
                         (Registrant)

                           By: Franklin Capital Corp., 
                               its Managing Member




Date: December 29, 1998   /s/ Jennifer J. Bolt
                          JENNIFER J. BOLT
                          President