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 17, 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 November 17, 2004, Franklin  Resources,  Inc. ("FRI") issued a press release,
which is attached hereto as Exhibit 99.1 and  incorporated by reference  herein,
announcing   that  an   agreement   had   been   reached   by  its   subsidiary,
Franklin/Templeton Distributors, Inc. with the Attorney General's Office for the
State of California  ("CAGO") that resolves the issues resulting from the CAGO's
investigation  concerning  marketing support payments to securities  dealers who
sell fund shares.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits:

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

            99.1                 Press Release issued on November 17, 2004 by
                                 Franklin Resources, Inc.


<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 18, 2004            /s/ Barbara J. Green
                                   ----------------------------
                                   Barbara J. Green
                                   Vice President, Deputy General Counsel and
                                   Secretary


<PAGE>

                                 EXHIBIT INDEX

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

           99.1                 Press Release issued on November 17, 2004 by
                                Franklin Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_111804.txt", "secsgml_size_bytes": 3579}]
{"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": "041155422"}, "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):         November 17, 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 November 17, 2004, Franklin  Resources,  Inc. ("FRI") issued a press release,
which is attached hereto as Exhibit 99.1 and  incorporated by reference  herein,
announcing   that  an   agreement   had   been   reached   by  its   subsidiary,
Franklin/Templeton Distributors, Inc. with the Attorney General's Office for the
State of California  ("CAGO") that resolves the issues resulting from the CAGO's
investigation  concerning  marketing support payments to securities  dealers who
sell fund shares.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits:

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

            99.1                 Press Release issued on November 17, 2004 by
                                 Franklin Resources, Inc.
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 18, 2004            /s/ Barbara J. Green
                                   ----------------------------
                                   Barbara J. Green
                                   Vice President, Deputy General Counsel and
                                   Secretary
EXHIBIT INDEX

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

           99.1                 Press Release issued on November 17, 2004 by
                                Franklin Resources, Inc.