CUSIP 412293102 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Harding Lawson Associates Group, Inc.
(Name of Issuer)
Common Stock (par Value $.01)
(Title of Class of Securities)
412293102
(CUSIP Number)
Leslie M. Kratter
Franklin Advisory Services, LLC
777 Mariners Island Blvd.
San Mateo, California 94404
(650) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b)(3) or
(4), check the following box [X].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Advisory Services, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
365,800 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
365,800 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,800 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3%
14. TYPE OF REPORTING PERSON HC
This Amendment No. 1 relates to the Schedule 13D originally
filed on behalf of Franklin Advisory Services, LLC ("FASI") with
the Securities and Exchange Commission ("SEC") on March 5, 1999.
The text of items 1 and 7 of said schedule 13D are hereby
supplemented as follows:
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common Stock ") of
Harding Lawson Associates Group, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 707 17th Street, Suite
2400, Denver, CO 80202.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
March 3, 2000
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on March 3, 2000.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13D
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Bruce Baughman
Senior Vice President - FASI
FASI
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Vice Chairman/Member - Office of the Chairman/Director - FRI
FRI
Martin L. Flanagan
President/Member - Office of the President - FRI
Chief Financial Officer - FASI
FRI
Barbara J. Green
Vice President/Deputy General Counsel - FRI
FRI
Allen J. Gula, Jr.
President/Member - Office of the President - FRI
FRI
F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111
Donna S. Ikeda
Vice President - Human Resources - FRI
FRI
Charles B. Johnson
Chairman of the Board/Chief Executive Officer/Member - Office of
the Chairman/Director/Principal Shareholder - FRI
FRI
Charles E. Johnson
President/Member - Office of the President/Director - FRI
FRI
Gregory E. Johnson
President/Member - Office of the President - FRI
FRI
Rupert H. Johnson, Jr.
Vice Chairman/Member - Office of the Chairman/Director/Principal
Shareholder - FRI
Senior Vice President - FASI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Elizabeth Knoblock
Assistant Secretary - FRI
Senior Vice President/General Counsel/Secretary for Templeton
Investment Counsel, Inc.
Templeton Investment Counsel, Inc., 500 E. Broward,
Ft. Lauderdale, FL 22294
Leslie M. Kratter
Senior Vice President/Secretary - FRI
Secretary - FASI
FRI
Kenneth A. Lewis
Vice President/Corporate Controller - FRI
Controller - FASI
FRI
William J. Lippman
Senior Vice President - FRI
President - FASI
FASI
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Margaret McGee
Vice President - FASI
FASI
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs
Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Murray L. Simpson
Executive Vice President/General Counsel - FRI
FRI
Philip Smith
Vice President - FASI
FASI
Charles R. Sims
Vice President/Treasurer - FRI
Treasurer - FASI
FRI
Donald Taylor
Senior Vice President - FASI
FASI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin Templeton Group of Funds,
managed accounts and other investment products.
FASI Franklin Advisory Services, LLC
One Parker Plaza, 16th Floor
Ft. Lee, NJ 07024
An investment adviser to a number of the open and closed-end
investment companies in the Franklin Templeton Group of Funds.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
02/14/00 Sell 10,000 $8.0000
02/29/00 Sell 16,000 $8.1250
02/29/00 Sell 34,000 $8.1250
