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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported):         November 19, 2004




                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                       1-9318                  13-2670991
(State or other jurisdiction    (Commission File Number)        (IRS Employer
 of incorporation)                                           Identification No.)


One Franklin Parkway, San Mateo, California                             94403
 (Address of principal executive offices)                             (Zip Code)


       Registrant's telephone number, including area code: (650) 312-3000


                 ----------------------------------------------
  (Former name or former address, if changed since last report): Not Applicable


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 8.01   OTHER EVENTS.

On September 20, 2004, Franklin Resources,  Inc. (the "Company")  announced that
an agreement  had been reached by two of its  subsidiaries,  Franklin  Advisers,
Inc. ("Franklin Advisers") and Franklin Templeton Alternative  Strategies,  Inc.
("FTAS"),  with  the  Securities  Division  ("Division")  of the  Office  of the
Secretary of the  Commonwealth of Massachusetts  (the "State of  Massachusetts")
related to an  administrative  complaint  filed  February 4, 2004,  concerning a
single instance of market timing.

Under the terms of the settlement issued by the State of Massachusetts, Franklin
Advisers and FTAS  consented to the entry of a cease and desist order and agreed
to  pay  a $5  million  administrative  fine  to  the  State  of  Massachusetts.
Franklin's previous disclosure of its settlement with the Division did not state
that Franklin admitted to the Division's Statement of Facts.

This filing is in complete  settlement of the administrative  complaint filed by
the Division on October 25, 2004.



<PAGE>




                                   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 hereunto duly authorized.


                                    FRANKLIN RESOURCES, INC.
                                    (Registrant)


Date: November 22, 2004             /s/ Murray L. Simpson
                                    ----------------------------
                                    Murray L. Simpson
                                    Executive Vice President and General Counsel
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):         November 19, 2004

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                       1-9318                  13-2670991
(State or other jurisdiction    (Commission File Number)        (IRS Employer
 of incorporation)                                           Identification No.)

One Franklin Parkway, San Mateo, California                             94403
 (Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (650) 312-3000

                 ----------------------------------------------
  (Former name or former address, if changed since last report): Not Applicable

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
ITEM 8.01   OTHER EVENTS.

On September 20, 2004, Franklin Resources,  Inc. (the "Company")  announced that
an agreement  had been reached by two of its  subsidiaries,  Franklin  Advisers,
Inc. ("Franklin Advisers") and Franklin Templeton Alternative  Strategies,  Inc.
("FTAS"),  with  the  Securities  Division  ("Division")  of the  Office  of the
Secretary of the  Commonwealth of Massachusetts  (the "State of  Massachusetts")
related to an  administrative  complaint  filed  February 4, 2004,  concerning a
single instance of market timing.

Under the terms of the settlement issued by the State of Massachusetts, Franklin
Advisers and FTAS  consented to the entry of a cease and desist order and agreed
to  pay  a $5  million  administrative  fine  to  the  State  of  Massachusetts.
Franklin's previous disclosure of its settlement with the Division did not state
that Franklin admitted to the Division's Statement of Facts.

This filing is in complete  settlement of the administrative  complaint filed by
the Division on October 25, 2004.
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 hereunto duly authorized.

                                    FRANKLIN RESOURCES, INC.
                                    (Registrant)

Date: November 22, 2004             /s/ Murray L. Simpson
                                    ----------------------------
                                    Murray L. Simpson
                                    Executive Vice President and General Counsel