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): July 28, 2005



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



          Delaware                     001-09318                 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 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 28, 2005, Franklin Resources, Inc. issued a press release announcing its
financial  results for the  quarter  ended June 30,  2005.  A copy of that press
release  is  attached  hereto  as  Exhibit  99.1 and is  incorporated  herein by
reference.

The  information  in this report,  including  the exhibit  hereto,  shall not be
deemed to be "filed" for the purposes of Section 18 of the  Securities  Exchange
Act of 1934,  as  amended,  or  otherwise  subject  to the  liabilities  of that
section. The information in this report, including the exhibit hereto, shall not
be  incorporated  by  reference  into  any  filing  of the  registrant  with the
Securities  and  Exchange  Commission,  whether  made  before  or after the date
hereof, regardless of any general incorporation language in such filings (unless
the  registrant  specifically  states  that the  information  or exhibit in this
particular report is incorporated by reference).

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.

               Exhibit No.      Description
               -----------      -----------

               99.1             Press Release dated July 28, 2005 issued 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.


Date: July 28, 2005                 /s/ James R. Baio
                                    -----------------
                                    Name:   James R. Baio
                                    Title:  Senior Vice President and Chief
                                            Financial Officer



<PAGE>

                                  EXHIBIT INDEX

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

               99.1             Press Release dated July 28, 2005 issued by
                                Franklin Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_3q05.txt", "secsgml_size_bytes": 3956}]
{"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": "05979880"}, "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): July 28, 2005

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

          Delaware                     001-09318                 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 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 28, 2005, Franklin Resources, Inc. issued a press release announcing its
financial  results for the  quarter  ended June 30,  2005.  A copy of that press
release  is  attached  hereto  as  Exhibit  99.1 and is  incorporated  herein by
reference.

The  information  in this report,  including  the exhibit  hereto,  shall not be
deemed to be "filed" for the purposes of Section 18 of the  Securities  Exchange
Act of 1934,  as  amended,  or  otherwise  subject  to the  liabilities  of that
section. The information in this report, including the exhibit hereto, shall not
be  incorporated  by  reference  into  any  filing  of the  registrant  with the
Securities  and  Exchange  Commission,  whether  made  before  or after the date
hereof, regardless of any general incorporation language in such filings (unless
the  registrant  specifically  states  that the  information  or exhibit in this
particular report is incorporated by reference).

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.

               Exhibit No.      Description
               -----------      -----------

               99.1             Press Release dated July 28, 2005 issued 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.

Date: July 28, 2005                 /s/ James R. Baio
                                    -----------------
                                    Name:   James R. Baio
                                    Title:  Senior Vice President and Chief
                                            Financial Officer
EXHIBIT INDEX

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

               99.1             Press Release dated July 28, 2005 issued by
                                Franklin Resources, Inc.