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): August 3, 2004
                                                         (August 2, 2004)


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

                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-9318                                           13-2670991
(Commission File Number)                       (IRS Employer 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




<PAGE>






ITEM 5  OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 2, 2004,  Franklin  Resources,  Inc. issued a press release,  which is
attached  hereto as Exhibit 99.1,  announcing that an agreement had been reached
by its  subsidiary,  Franklin  Advisers,  Inc. with the  Securities and Exchange
Commission that resolves the issues  resulting from the SEC's  investigation  of
market timing activity.

ITEM 7  FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits

Exhibit 99.1- Press Release issued on August 2, 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: August 3, 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 August 2, 2004 by Franklin Resources,
                   Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "secsgml_size_bytes": 2652}]
{"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": "04947690"}, "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"}}
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): August 3, 2004
                                                         (August 2, 2004)

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

                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-9318                                           13-2670991
(Commission File Number)                       (IRS Employer 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
ITEM 5  OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 2, 2004,  Franklin  Resources,  Inc. issued a press release,  which is
attached  hereto as Exhibit 99.1,  announcing that an agreement had been reached
by its  subsidiary,  Franklin  Advisers,  Inc. with the  Securities and Exchange
Commission that resolves the issues  resulting from the SEC's  investigation  of
market timing activity.

ITEM 7  FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits

Exhibit 99.1- Press Release issued on August 2, 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: August 3, 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 August 2, 2004 by Franklin Resources,
                   Inc.