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 24, 2003
                                                          (July 24, 2003)


                            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 7.   Financial Statements and Exhibits

          (c) Exhibits

          99        Press Release issued on July 24, 2003 by Franklin Resources,
                    Inc.

Item 9.   Regulation FD Disclosure

The information  furnished under this "Item 9" is intended to be furnished under
"Item 12. Results of Operations and Financial  Condition" in accordance with SEC
Release No. 33-8216.  The information,  including the exhibit attached hereto in
this Form 8-K shall not be deemed  "filed"  for  purposes  of  Section 18 of the
Securities  and Exchange Act of 1934,  as amended,  or otherwise  subject to the
liabilities of that section.

On July 24, 2003, Franklin Resources, Inc. issued a press release announcing its
financial  results for the third quarter  ended July 24, 2003.  The full text of
the press release is furnished as Exhibit 99 to this Report and is  incorporated
by reference.

                                       2
--------------------------------------------------------------------------------
<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: July 24, 2003                /s/ Martin L. Flanagan
                                   ----------------------------
                                   MARTIN L. FLANAGAN
                                   President


                                       3
--------------------------------------------------------------------------------
<PAGE>

                                  EXHIBIT INDEX

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

99                  Press Release issued on July 24, 2003 by Franklin Resources,
                    Inc.


                                       4
--------------------------------------------------------------------------------
[{"type": "8-K", "sequence": "1", "filename": "form8k_3q03.txt", "description": "3RD QUARTER EARNINGS PRESS RELEASE", "secsgml_size_bytes": 3363}]
{"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": "03800416"}, "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): July 24, 2003
                                                          (July 24, 2003)

                            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 7.   Financial Statements and Exhibits

          (c) Exhibits

          99        Press Release issued on July 24, 2003 by Franklin Resources,
                    Inc.

Item 9.   Regulation FD Disclosure

The information  furnished under this "Item 9" is intended to be furnished under
"Item 12. Results of Operations and Financial  Condition" in accordance with SEC
Release No. 33-8216.  The information,  including the exhibit attached hereto in
this Form 8-K shall not be deemed  "filed"  for  purposes  of  Section 18 of the
Securities  and Exchange Act of 1934,  as amended,  or otherwise  subject to the
liabilities of that section.

On July 24, 2003, Franklin Resources, Inc. issued a press release announcing its
financial  results for the third quarter  ended July 24, 2003.  The full text of
the press release is furnished as Exhibit 99 to this Report and is  incorporated
by reference.

                                       2
--------------------------------------------------------------------------------
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: July 24, 2003                /s/ Martin L. Flanagan
                                   ----------------------------
                                   MARTIN L. FLANAGAN
                                   President

                                       3
--------------------------------------------------------------------------------
EXHIBIT INDEX

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

99                  Press Release issued on July 24, 2003 by Franklin Resources,
                    Inc.

                                       4
--------------------------------------------------------------------------------