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): June 10, 2005



                            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


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

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 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

FIVE-YEAR FACILITY CREDIT AGREEMENT DATED AS OF JUNE 10, 2005.

On June 10, 2005, Franklin Resources, Inc. (the "Company" or "Franklin") entered
into a $420 million Five-Year Facility Credit Agreement with certain banks and a
financial institution (collectively,  the "Bank Parties"), Bank of America, N.A.
and The Bank of New York,  as  Co-Syndication  Agents,  Citibank,  N.A.  and BNP
Paribas,   as   Co-Documentation   Agents,   JP  Morgan  Chase  Bank,  N.A.,  as
Administrative  Agent,  and J.P. Morgan  Securities Inc., as Sole Bookrunner and
Sole Lead Arranger (the  "Five-Year  Credit  Agreement").  The Five-Year  Credit
Agreement  replaces  Franklin's $210 million 364-Day  revolving credit facility,
which matured by its terms on June 2, 2005 and Franklin's $210 million five year
revolving credit  facility,  which was terminated on June 10, 2005, prior to its
scheduled  expiration  date of June 6, 2007. The Company desired to replace both
the former 364-Day and five-year  credit  facilities  with a single $420 million
five-year credit facility.  There were no amounts  outstanding  under either the
former 364-Day or the five-year  credit  facilities on the  respective  dates of
termination and no early termination penalties were incurred by Franklin.

The Five-Year  Credit  Agreement  provides for a $420 million  revolving  credit
facility,  of which the entire amount is currently undrawn and available.  Under
the Five-Year Credit Agreement,  the Bank Parties are required to make revolving
credit  loans to Franklin  and Franklin  may borrow,  repay and  re-borrow  such
amounts from time to time until the maturity of the Five-Year  Credit  Agreement
on June 10, 2010. Franklin may also, at its discretion, borrow amounts under bid
loans,  where the Bank Parties,  at their discretion,  can offer to bid on short
term loans requested by Franklin based on a competitive  auction  procedure (the
"Bid Loans").  Except for Bid Loans,  prepayments and commitment  reductions are
permitted without premium or penalty upon proper notice and subject to a minimum
dollar  requirement.  Loans  under the  Five-Year  Credit  Agreement  shall bear
interest,  depending on the type of loan requested by Franklin,  at a rate based
on LIBOR plus a margin,  at a rate based on an alternate base rate (as such term
is defined in the Five-Year Credit  Agreement) plus a margin,  or an absolute or
fixed rate to be determined at the time that Franklin  requests a loan under the
Five-Year Credit Agreement.

The Five-Year  Credit  Agreement  contains  affirmative,  negative and financial
covenants customary for financings of this type and substantially similar to the
prior  financing  arrangements,  including,  among other  things,  limits on the
incurrence  of  additional  debts and  liens,  a  minimum  limit on the ratio of
earnings to interest  expense,  a maximum limit on the ratio of debt in relation
to  liabilities  and  capital,  and  maintenance  of a minimum  level of working
capital. The Five-Year Credit Agreement includes customary events of default for
facilities  of this type (with  customary  grace  periods,  as  applicable)  and
provides  that,  upon the  occurrence  of an event of  default,  payment  of all
outstanding loans under the Five-Year Credit Agreement may be accelerated and/or
the lenders' commitments may be terminated.  In addition, upon the occurrence of
certain insolvency or bankruptcy related events of default,  all amounts payable
under the Five-Year Credit Agreement  automatically  become  immediately due and
payable, and the lenders' commitments automatically terminate.

<PAGE>

Some of the Bank  Parties  have or may have had various  relationships  with the
Company and its  affiliates  involving  the  provision of a variety of financial
services,  including cash management,  investment  banking,  and the issuance of
letters of credit and bank  guarantees.  In  addition,  the  Company and certain
affiliates  have  entered into  interest  rate and foreign  exchange  derivative
arrangements with some of the financial institutions.

The  foregoing  does not  constitute  a  complete  summary  of the  terms of the
Five-Year  Credit  Agreement,  and reference is made to the complete text of the
agreement, which is attached hereto as Exhibit 10.1


ITEM 1.02    TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The  disclosure  required  by  this  item  is  included  in  Item  1.01  and  is
incorporated herein by reference.

ITEM 2.03    CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN OBLIGATION  UNDER
             AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The  disclosure  required  by  this  item  is  included  in  Item  1.01  and  is
incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

             (c) Exhibits.

             EXHIBIT NO.     DESCRIPTION
             -----------     -----------

             10.1            Five-Year Facility Credit Agreement dated as of
                             June 10, 2005  among  Franklin Resources, Inc., the
                             Bank  Parties hereto, Bank of America, N.A. and The
                             Bank  of  New  York,  as  Co-Syndication  Agents,
                             Citibank, N.A. and BNP Paribas, as Co-Documentation
                             Agents,  and  JP  Morgan  Chase  Bank,  N.A.,  as
                             Administrative Agent.

<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.


Date: June 16, 2005                /s/ Barbara J. Green
                                   -----------------------
                                   Barbara J. Green
                                   Vice President, Deputy General Counsel
                                   and Secretary


<PAGE>




                                  EXHIBIT INDEX

    EXHIBIT NO.    DESCRIPTION

    10.1           Five-Year Facility Credit Agreement dated as of June 10, 2005
                   among Franklin Resources, Inc., the Bank Parties hereto, Bank
                   of America, N.A. and The Bank of New York, as Co-Syndication
                   Agents, Citibank, N.A. and BNP Paribas, as Co-Documentation
                   Agents, and JP Morgan Chase Bank, N.A., as Administrative
                   Agent.
[{"type": "8-K", "sequence": "1", "filename": "form8k_061605.txt", "secsgml_size_bytes": 8367}]
{"company-data": {"conformed-name": "FRANKLIN RESOURCES INC", "cik": "0000038777", "assigned-sic": "6282", "irs-number": "132670991", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09318", "film-number": "05899646"}, "business-address": {"street1": "ONE FRANKLIN PARKWAY", "street2": "BUILDING 920", "city": "SAN MATEO", "state": "CA", "zip": "94403", "phone": "650-312-2000"}, "mail-address": {"street1": "FRANKLIN RESOURCES INC", "street2": "ONE FRANKLIN PARKWAY", "city": "SAN MATEO", "state": "CA", "zip": "94403"}}
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): June 10, 2005

                            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

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

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 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

FIVE-YEAR FACILITY CREDIT AGREEMENT DATED AS OF JUNE 10, 2005.

On June 10, 2005, Franklin Resources, Inc. (the "Company" or "Franklin") entered
into a $420 million Five-Year Facility Credit Agreement with certain banks and a
financial institution (collectively,  the "Bank Parties"), Bank of America, N.A.
and The Bank of New York,  as  Co-Syndication  Agents,  Citibank,  N.A.  and BNP
Paribas,   as   Co-Documentation   Agents,   JP  Morgan  Chase  Bank,  N.A.,  as
Administrative  Agent,  and J.P. Morgan  Securities Inc., as Sole Bookrunner and
Sole Lead Arranger (the  "Five-Year  Credit  Agreement").  The Five-Year  Credit
Agreement  replaces  Franklin's $210 million 364-Day  revolving credit facility,
which matured by its terms on June 2, 2005 and Franklin's $210 million five year
revolving credit  facility,  which was terminated on June 10, 2005, prior to its
scheduled  expiration  date of June 6, 2007. The Company desired to replace both
the former 364-Day and five-year  credit  facilities  with a single $420 million
five-year credit facility.  There were no amounts  outstanding  under either the
former 364-Day or the five-year  credit  facilities on the  respective  dates of
termination and no early termination penalties were incurred by Franklin.

The Five-Year  Credit  Agreement  provides for a $420 million  revolving  credit
facility,  of which the entire amount is currently undrawn and available.  Under
the Five-Year Credit Agreement,  the Bank Parties are required to make revolving
credit  loans to Franklin  and Franklin  may borrow,  repay and  re-borrow  such
amounts from time to time until the maturity of the Five-Year  Credit  Agreement
on June 10, 2010. Franklin may also, at its discretion, borrow amounts under bid
loans,  where the Bank Parties,  at their discretion,  can offer to bid on short
term loans requested by Franklin based on a competitive  auction  procedure (the
"Bid Loans").  Except for Bid Loans,  prepayments and commitment  reductions are
permitted without premium or penalty upon proper notice and subject to a minimum
dollar  requirement.  Loans  under the  Five-Year  Credit  Agreement  shall bear
interest,  depending on the type of loan requested by Franklin,  at a rate based
on LIBOR plus a margin,  at a rate based on an alternate base rate (as such term
is defined in the Five-Year Credit  Agreement) plus a margin,  or an absolute or
fixed rate to be determined at the time that Franklin  requests a loan under the
Five-Year Credit Agreement.

The Five-Year  Credit  Agreement  contains  affirmative,  negative and financial
covenants customary for financings of this type and substantially similar to the
prior  financing  arrangements,  including,  among other  things,  limits on the
incurrence  of  additional  debts and  liens,  a  minimum  limit on the ratio of
earnings to interest  expense,  a maximum limit on the ratio of debt in relation
to  liabilities  and  capital,  and  maintenance  of a minimum  level of working
capital. The Five-Year Credit Agreement includes customary events of default for
facilities  of this type (with  customary  grace  periods,  as  applicable)  and
provides  that,  upon the  occurrence  of an event of  default,  payment  of all
outstanding loans under the Five-Year Credit Agreement may be accelerated and/or
the lenders' commitments may be terminated.  In addition, upon the occurrence of
certain insolvency or bankruptcy related events of default,  all amounts payable
under the Five-Year Credit Agreement  automatically  become  immediately due and
payable, and the lenders' commitments automatically terminate.
Some of the Bank  Parties  have or may have had various  relationships  with the
Company and its  affiliates  involving  the  provision of a variety of financial
services,  including cash management,  investment  banking,  and the issuance of
letters of credit and bank  guarantees.  In  addition,  the  Company and certain
affiliates  have  entered into  interest  rate and foreign  exchange  derivative
arrangements with some of the financial institutions.

The  foregoing  does not  constitute  a  complete  summary  of the  terms of the
Five-Year  Credit  Agreement,  and reference is made to the complete text of the
agreement, which is attached hereto as Exhibit 10.1

ITEM 1.02    TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The  disclosure  required  by  this  item  is  included  in  Item  1.01  and  is
incorporated herein by reference.

ITEM 2.03    CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN OBLIGATION  UNDER
             AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The  disclosure  required  by  this  item  is  included  in  Item  1.01  and  is
incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

             (c) Exhibits.

             EXHIBIT NO.     DESCRIPTION
             -----------     -----------

             10.1            Five-Year Facility Credit Agreement dated as of
                             June 10, 2005  among  Franklin Resources, Inc., the
                             Bank  Parties hereto, Bank of America, N.A. and The
                             Bank  of  New  York,  as  Co-Syndication  Agents,
                             Citibank, N.A. and BNP Paribas, as Co-Documentation
                             Agents,  and  JP  Morgan  Chase  Bank,  N.A.,  as
                             Administrative Agent.
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.

Date: June 16, 2005                /s/ Barbara J. Green
                                   -----------------------
                                   Barbara J. Green
                                   Vice President, Deputy General Counsel
                                   and Secretary
EXHIBIT INDEX

    EXHIBIT NO.    DESCRIPTION

    10.1           Five-Year Facility Credit Agreement dated as of June 10, 2005
                   among Franklin Resources, Inc., the Bank Parties hereto, Bank
                   of America, N.A. and The Bank of New York, as Co-Syndication
                   Agents, Citibank, N.A. and BNP Paribas, as Co-Documentation
                   Agents, and JP Morgan Chase Bank, N.A., as Administrative
                   Agent.