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): January 21, 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.

FRANKLIN RESOURCES,  INC. DEFERRED COMPENSATION  ARRANGEMENT FOR DIRECTOR'S FEES
WITH SAMUEL ARMACOST

On January 21, 2005,  Franklin  Resources,  Inc. (the  "Company" or  "Franklin")
entered into a Franklin Resources,  Inc. Deferred  Compensation  Arrangement for
Director's  Fees  (the  "Arrangement")  with  Samuel  H.  Armacost,  one  of the
Company's non-employee directors,  pursuant to which Mr. Armacost has elected to
defer  delivery of all annual and other stock grants that  otherwise  would have
been made to him as compensation  for service as a director of the Company until
a future date.

Under the terms of the Arrangement, Mr. Armacost may make elections from time to
time to defer payment of some or all of his  director's  fees or annual or other
stock grants.  Except with the initial election,  which Mr. Armacost had to make
within 30 days of becoming  eligible to participate  under the Arrangement,  any
future  elections by Mr.  Armacost  must be made prior to the  calendar  year in
which Mr. Armacost earns the  compensation,  although Mr. Armacost may elect, at
any time, to change his distribution date(s),  provided that certain conditions,
as set out in the  Arrangement,  with regard to the  election and the payment of
distributions  are met.  The Company  will  allocate  performance  units for the
benefit of Mr. Armacost equivalent to all such deferred amounts. The performance
units constitute notional shares of common stock of the Company and are credited
with notional  dividends at the same time,  in the same form,  and in equivalent
amounts  as  dividends  that are  payable  from time to time on shares of common
stock of the Company.  Any such notional  dividends are  reallocated  to acquire
additional  performance units for the benefit of Mr. Armacost equivalent to such
dividend amounts. Under the Arrangement, the value of such performance units, as
adjusted  for  losses  or  gains  and  notional  dividends  through  the date of
distribution, shall be paid out in cash to Mr. Armacost on date(s) determined by
him, subject to certain  exceptions as set out in the Arrangement.  Mr. Armacost
may terminate his participation in the Arrangement at any time prior to December
31,  2005 with  regard to any  deferrals  made prior to that time as well as any
future  deferrals  and,  upon  such  termination,  distribution  of  all  of Mr.
Armacost's  then deferred  amounts shall be made in cash and shall occur as soon
as practicable. The Company may amend or suspend the Arrangement at any time and
for any reason,  provided  that no amendment of the  Arrangement  may  adversely
affect Mr.  Armacost's  rights under the  Arrangement  without his prior written
consent.  This  brief  description  of the  Arrangement  is not  intended  to be
complete  and is  qualified in its entirety by reference to the full text of the
Arrangement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.

FRANKLIN  RESOURCES,  INC. 2002 UNIVERSAL  STOCK  INCENTIVE PLAN, AS AMENDED AND
RESTATED

On January 25, 2005, the  stockholders of the Company at the 2005 Annual Meeting
of  Stockholders  of the Company  approved the amendment and  restatement of the
Company's 2002  Universal  Stock  Incentive  Plan (as amended and restated,  the
"2002 Stock Plan").  The primary  purposes of the amendment and restatement were
to (a) add  additional  performance  measures  applicable to the grant of awards
under the Company's 2002 Universal  Stock  Incentive Plan (the "Original  Plan")
intended to qualify as "performance-based  compensation" under Section 162(m) of

<PAGE>

the Internal  Revenue  Code of 1986,  as amended (the "Code") and (b) expand the
ability of the  administrator of the Original Plan to adjust awards issued under
the  plan in  connection  with  various  changes  in the  capitalization  of the
Company.

The brief  description of the 2002 Stock Plan set forth below is not intended to
be complete  and is  qualified  in its entirety by reference to the full text of
the 2002 Stock Plan,  which is attached hereto as Exhibit 10.2 and  incorporated
herein by reference.

PURPOSE
-------

The 2002 Stock Plan is intended to: (i) attract and retain  persons  eligible to
participate  in the  plan;  (ii)  motivate  employees,  by means of  appropriate
incentives,  to achieve  long-range  performance  goals; (iii) provide incentive
compensation  opportunities  that are  competitive  with those of other  similar
companies;  and (iv) further align employees' interests with those of Franklin's
other  stockholders  through  compensation  that is based on  Franklin's  common
stock.

ADMINISTRATION OF THE 2002 STOCK PLAN
-------------------------------------

The  Compensation  Committee  of the  Board of  Directors  of the  Company  (the
"Compensation  Committee"),  as  the  administrator  of  the  2002  Stock  Plan,
determines  and  approves the grant of incentive  stock  options,  non-qualified
stock  options,  stock  appreciation  rights,  stock  units,  restricted  stock,
restricted  stock units and performance  shares to employees.  The  Compensation
Committee will, with regard to each stock option, determine the number of shares
subject to the option, the manner and time of the option's exercise and vesting,
and the exercise  price per share of stock  subject to the option.  The exercise
price for  incentive  stock options may not be less than 100% of the fair market
value of the common  stock on the date the option is  granted  (or 110%,  in the
case of an  incentive  stock  option  granted  to any  employee  who owns  stock
representing  more than 10% of the  combined  voting  power of  Franklin  or any
parent or subsidiary of Franklin). In the case of all other awards granted under
the 2002 Stock Plan,  the exercise or purchase  price shall be determined by the
Compensation Committee.

SHARES AUTHORIZED
-----------------

The 2002 Stock Plan  authorizes  30,000,000  shares of common stock for issuance
under the 2002 Stock Plan.

ELIGIBILITY
-----------

Under the terms of the 2002 Stock Plan,  any key executive or other  employee of
Franklin or any of its subsidiaries is eligible to participate.

TERM OF AWARDS
--------------

The term of any  incentive  stock  option may not be for more than ten years (or
five years in the case of an incentive  stock option granted to any  participant
who owns  stock  representing  more  than 10%

<PAGE>

of the  combined  voting  power of Franklin or any parent or  subsidiary  of the
Company).  The term of all other awards shall be determined by the  Compensation
Committee.

TRANSFERABILITY
---------------

An employee's rights under the 2002 Stock Plan may not be assigned, transferred,
pledged or  otherwise  disposed  of,  except by will or the laws of descent  and
distribution.

PERFORMANCE BASED COMPENSATION
------------------------------

The  maximum   number  of  shares  with  respect  to  which  options  and  stock
appreciation  rights may be granted to a  participant  during a calendar year is
400,000 shares.  The foregoing  limitation shall be adjusted  proportionately by
the  Compensation   Committee  in  connection  with  any  change  in  Franklin's
capitalization  due to a stock split,  stock dividend or similar event affecting
the common stock of Franklin.  Under Code Section 162(m) no deduction is allowed
in any taxable year of Franklin for compensation in excess of $1 million paid to
Franklin's  chief executive  officer and the four other most highly  compensated
officers of Franklin.  An exception to this rule applies to compensation that is
paid  pursuant  to a stock  incentive  plan  approved by  stockholders  and that
specifies,  among other  things,  the maximum  number of shares with  respect to
which  options  and  stock  appreciation  rights  may  be  granted  to  eligible
participants  under  such plan  during a  specified  period.  Compensation  paid
pursuant to options or stock  appreciation  rights granted under such a plan and
with an exercise price equal to the fair market value of Franklin's common stock
on the date of grant is deemed to be  inherently  performance-based,  since such
awards provide value to participants only if the stock price appreciates.

For  awards  of stock  units,  restricted  stock,  restricted  stock  units  and
performance shares that are intended to be performance-based  compensation under
Section  162(m) of the Code, the maximum number of shares subject to such awards
that may be granted to a participant  during a calendar year is 1,000,000 shares
(regardless of when such shares are  deliverable to the  participant).  In order
for such awards to qualify as performance-based  compensation,  the Compensation
Committee  must  establish  a  performance  goal with  respect  to such award in
writing not later than 90 days after the  commencement  of the services to which
it relates and while the outcome is substantially  uncertain.  In addition,  the
performance  goal must be stated in terms of an  objective  formula or standard.
Under the 2002 Stock Plan,  the  Compensation  Committee  may use the  following
performance criteria when granting performance-based awards: earnings per share;
pre-tax  operating  income;  the value of Franklin  stock (i.e.,  stock  price);
annual revenue;  budget comparisons;  controllable profits;  expense management;
improvements in capital  structure;  operating  income;  net income;  net sales;
profit  margins;  profitability  of an  identifiable  business  unit or product;
return on investments;  return on sales; return on stockholders'  equity;  total
return to stockholders;  and performance of Franklin relative to a peer group of
companies on any of the  foregoing  measures.  The  performance  criteria may be
applicable  to  Franklin  and/or any of its  individual  business  units and may
differ from participant to participant.
<PAGE>

CHANGES IN CAPITALIZATION
-------------------------

The 2002  Stock  Plan  provides  that  subject  to any  required  action  by the
stockholders of Franklin,  (a) the number and/or class of securities  covered by
each outstanding award, (b) the price per share covered by each such outstanding
award,  (c) the number and/or class of securities which have been authorized for
issuance  under  the 2002  Stock  Plan but as to which no  awards  have yet been
granted or which have been returned to the 2002 Stock Plan upon  cancellation or
expiration  of  an  award,  and  (d)  the  maximum  number  of  options,   stock
appreciation  rights,  stock unit awards,  restricted  stock awards,  restricted
stock  unit  awards and  performance  share  awards  which may be granted to any
participant in any  one-calendar-year  period shall be proportionately  adjusted
for any  increase  or decrease  in the number of issued  shares of common  stock
resulting from a stock split,  reverse stock split, stock dividend,  combination
or  reclassification  of the common stock,  or any other increase or decrease in
the  number  of issued  shares  of common  stock  effected  without  receipt  of
consideration  by Franklin.  Such  adjustment  will be made by the  Compensation
Committee.  The  Compensation  Committee  may  also  make,  in  its  discretion,
adjustments  described  in (a) - (d) above in the event of any  distribution  of
cash or other assets to stockholders other than an ordinary cash dividend.

In determining  adjustments to be made, the Compensation Committee may take into
account such factors as it deems appropriate,  including (i) the restrictions of
applicable law, (ii) the potential tax,  accounting or other  consequences of an
adjustment and (iii) the  possibility  that some  participants  might receive an
adjustment and a distribution or other unintended benefit,  and in light of such
factors  or  circumstances   may  make  adjustments  that  are  not  uniform  or
proportionate among outstanding awards, modify vesting dates, defer the delivery
of stock certificates or make other equitable adjustments.  Any such adjustments
to  outstanding  awards  will  be  effected  in  a  manner  that  precludes  the
enlargement  of  rights  and  benefits  under  such  awards.   Any  adjustments,
determinations or  interpretations  made by the Compensation  Committee shall be
final, binding and conclusive.

AMENDMENT AND TERMINATION
-------------------------

The Board of Directors  of Franklin may at any time  terminate or amend the 2002
Stock Plan.  However,  no such termination may affect awards previously granted,
nor may an  amendment  make any  change in any award  previously  granted  which
adversely  affects the rights of any  participant.  In  addition,  to the extent
necessary  to  comply  with  securities  and  tax  laws,  Franklin  will  obtain
stockholder approval of such termination or such amendments.


<PAGE>

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

             (c)    Exhibits.

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

             10.1                 Franklin Resources, Inc. Deferred Compensation
                                  Arrangement for Director's  Fees,  dated as of
                                  of January 21, 2005, by  and  between Franklin
                                  Resources, Inc. and Samuel H. Armacost.


             10.2                 Franklin Resources, Inc. 2002  Universal Stock
                                  Incentive Plan (as amended and restated
                                  December 16, 2004).

<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: January 27, 2005              /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary


<PAGE>

                                  EXHIBIT INDEX

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

     10.1               Franklin  Resources,  Inc.  Deferred  Compensation
                        Arrangement for Director's Fees, dated as of January 21,
                        2005, by and between Franklin Resources, Inc. and Samuel
                        H. Armacost.


     10.2               Franklin Resources, Inc. 2002  Universal Stock Incentive
                        Plan (as amended and restated December 16, 2004).
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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): January 21, 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.

FRANKLIN RESOURCES,  INC. DEFERRED COMPENSATION  ARRANGEMENT FOR DIRECTOR'S FEES
WITH SAMUEL ARMACOST

On January 21, 2005,  Franklin  Resources,  Inc. (the  "Company" or  "Franklin")
entered into a Franklin Resources,  Inc. Deferred  Compensation  Arrangement for
Director's  Fees  (the  "Arrangement")  with  Samuel  H.  Armacost,  one  of the
Company's non-employee directors,  pursuant to which Mr. Armacost has elected to
defer  delivery of all annual and other stock grants that  otherwise  would have
been made to him as compensation  for service as a director of the Company until
a future date.

Under the terms of the Arrangement, Mr. Armacost may make elections from time to
time to defer payment of some or all of his  director's  fees or annual or other
stock grants.  Except with the initial election,  which Mr. Armacost had to make
within 30 days of becoming  eligible to participate  under the Arrangement,  any
future  elections by Mr.  Armacost  must be made prior to the  calendar  year in
which Mr. Armacost earns the  compensation,  although Mr. Armacost may elect, at
any time, to change his distribution date(s),  provided that certain conditions,
as set out in the  Arrangement,  with regard to the  election and the payment of
distributions  are met.  The Company  will  allocate  performance  units for the
benefit of Mr. Armacost equivalent to all such deferred amounts. The performance
units constitute notional shares of common stock of the Company and are credited
with notional  dividends at the same time,  in the same form,  and in equivalent
amounts  as  dividends  that are  payable  from time to time on shares of common
stock of the Company.  Any such notional  dividends are  reallocated  to acquire
additional  performance units for the benefit of Mr. Armacost equivalent to such
dividend amounts. Under the Arrangement, the value of such performance units, as
adjusted  for  losses  or  gains  and  notional  dividends  through  the date of
distribution, shall be paid out in cash to Mr. Armacost on date(s) determined by
him, subject to certain  exceptions as set out in the Arrangement.  Mr. Armacost
may terminate his participation in the Arrangement at any time prior to December
31,  2005 with  regard to any  deferrals  made prior to that time as well as any
future  deferrals  and,  upon  such  termination,  distribution  of  all  of Mr.
Armacost's  then deferred  amounts shall be made in cash and shall occur as soon
as practicable. The Company may amend or suspend the Arrangement at any time and
for any reason,  provided  that no amendment of the  Arrangement  may  adversely
affect Mr.  Armacost's  rights under the  Arrangement  without his prior written
consent.  This  brief  description  of the  Arrangement  is not  intended  to be
complete  and is  qualified in its entirety by reference to the full text of the
Arrangement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.

FRANKLIN  RESOURCES,  INC. 2002 UNIVERSAL  STOCK  INCENTIVE PLAN, AS AMENDED AND
RESTATED

On January 25, 2005, the  stockholders of the Company at the 2005 Annual Meeting
of  Stockholders  of the Company  approved the amendment and  restatement of the
Company's 2002  Universal  Stock  Incentive  Plan (as amended and restated,  the
"2002 Stock Plan").  The primary  purposes of the amendment and restatement were
to (a) add  additional  performance  measures  applicable to the grant of awards
under the Company's 2002 Universal  Stock  Incentive Plan (the "Original  Plan")
intended to qualify as "performance-based  compensation" under Section 162(m) of
the Internal  Revenue  Code of 1986,  as amended (the "Code") and (b) expand the
ability of the  administrator of the Original Plan to adjust awards issued under
the  plan in  connection  with  various  changes  in the  capitalization  of the
Company.

The brief  description of the 2002 Stock Plan set forth below is not intended to
be complete  and is  qualified  in its entirety by reference to the full text of
the 2002 Stock Plan,  which is attached hereto as Exhibit 10.2 and  incorporated
herein by reference.

PURPOSE
-------

The 2002 Stock Plan is intended to: (i) attract and retain  persons  eligible to
participate  in the  plan;  (ii)  motivate  employees,  by means of  appropriate
incentives,  to achieve  long-range  performance  goals; (iii) provide incentive
compensation  opportunities  that are  competitive  with those of other  similar
companies;  and (iv) further align employees' interests with those of Franklin's
other  stockholders  through  compensation  that is based on  Franklin's  common
stock.

ADMINISTRATION OF THE 2002 STOCK PLAN
-------------------------------------

The  Compensation  Committee  of the  Board of  Directors  of the  Company  (the
"Compensation  Committee"),  as  the  administrator  of  the  2002  Stock  Plan,
determines  and  approves the grant of incentive  stock  options,  non-qualified
stock  options,  stock  appreciation  rights,  stock  units,  restricted  stock,
restricted  stock units and performance  shares to employees.  The  Compensation
Committee will, with regard to each stock option, determine the number of shares
subject to the option, the manner and time of the option's exercise and vesting,
and the exercise  price per share of stock  subject to the option.  The exercise
price for  incentive  stock options may not be less than 100% of the fair market
value of the common  stock on the date the option is  granted  (or 110%,  in the
case of an  incentive  stock  option  granted  to any  employee  who owns  stock
representing  more than 10% of the  combined  voting  power of  Franklin  or any
parent or subsidiary of Franklin). In the case of all other awards granted under
the 2002 Stock Plan,  the exercise or purchase  price shall be determined by the
Compensation Committee.

SHARES AUTHORIZED
-----------------

The 2002 Stock Plan  authorizes  30,000,000  shares of common stock for issuance
under the 2002 Stock Plan.

ELIGIBILITY
-----------

Under the terms of the 2002 Stock Plan,  any key executive or other  employee of
Franklin or any of its subsidiaries is eligible to participate.

TERM OF AWARDS
--------------

The term of any  incentive  stock  option may not be for more than ten years (or
five years in the case of an incentive  stock option granted to any  participant
who owns  stock  representing  more  than 10%
of the  combined  voting  power of Franklin or any parent or  subsidiary  of the
Company).  The term of all other awards shall be determined by the  Compensation
Committee.

TRANSFERABILITY
---------------

An employee's rights under the 2002 Stock Plan may not be assigned, transferred,
pledged or  otherwise  disposed  of,  except by will or the laws of descent  and
distribution.

PERFORMANCE BASED COMPENSATION
------------------------------

The  maximum   number  of  shares  with  respect  to  which  options  and  stock
appreciation  rights may be granted to a  participant  during a calendar year is
400,000 shares.  The foregoing  limitation shall be adjusted  proportionately by
the  Compensation   Committee  in  connection  with  any  change  in  Franklin's
capitalization  due to a stock split,  stock dividend or similar event affecting
the common stock of Franklin.  Under Code Section 162(m) no deduction is allowed
in any taxable year of Franklin for compensation in excess of $1 million paid to
Franklin's  chief executive  officer and the four other most highly  compensated
officers of Franklin.  An exception to this rule applies to compensation that is
paid  pursuant  to a stock  incentive  plan  approved by  stockholders  and that
specifies,  among other  things,  the maximum  number of shares with  respect to
which  options  and  stock  appreciation  rights  may  be  granted  to  eligible
participants  under  such plan  during a  specified  period.  Compensation  paid
pursuant to options or stock  appreciation  rights granted under such a plan and
with an exercise price equal to the fair market value of Franklin's common stock
on the date of grant is deemed to be  inherently  performance-based,  since such
awards provide value to participants only if the stock price appreciates.

For  awards  of stock  units,  restricted  stock,  restricted  stock  units  and
performance shares that are intended to be performance-based  compensation under
Section  162(m) of the Code, the maximum number of shares subject to such awards
that may be granted to a participant  during a calendar year is 1,000,000 shares
(regardless of when such shares are  deliverable to the  participant).  In order
for such awards to qualify as performance-based  compensation,  the Compensation
Committee  must  establish  a  performance  goal with  respect  to such award in
writing not later than 90 days after the  commencement  of the services to which
it relates and while the outcome is substantially  uncertain.  In addition,  the
performance  goal must be stated in terms of an  objective  formula or standard.
Under the 2002 Stock Plan,  the  Compensation  Committee  may use the  following
performance criteria when granting performance-based awards: earnings per share;
pre-tax  operating  income;  the value of Franklin  stock (i.e.,  stock  price);
annual revenue;  budget comparisons;  controllable profits;  expense management;
improvements in capital  structure;  operating  income;  net income;  net sales;
profit  margins;  profitability  of an  identifiable  business  unit or product;
return on investments;  return on sales; return on stockholders'  equity;  total
return to stockholders;  and performance of Franklin relative to a peer group of
companies on any of the  foregoing  measures.  The  performance  criteria may be
applicable  to  Franklin  and/or any of its  individual  business  units and may
differ from participant to participant.
CHANGES IN CAPITALIZATION
-------------------------

The 2002  Stock  Plan  provides  that  subject  to any  required  action  by the
stockholders of Franklin,  (a) the number and/or class of securities  covered by
each outstanding award, (b) the price per share covered by each such outstanding
award,  (c) the number and/or class of securities which have been authorized for
issuance  under  the 2002  Stock  Plan but as to which no  awards  have yet been
granted or which have been returned to the 2002 Stock Plan upon  cancellation or
expiration  of  an  award,  and  (d)  the  maximum  number  of  options,   stock
appreciation  rights,  stock unit awards,  restricted  stock awards,  restricted
stock  unit  awards and  performance  share  awards  which may be granted to any
participant in any  one-calendar-year  period shall be proportionately  adjusted
for any  increase  or decrease  in the number of issued  shares of common  stock
resulting from a stock split,  reverse stock split, stock dividend,  combination
or  reclassification  of the common stock,  or any other increase or decrease in
the  number  of issued  shares  of common  stock  effected  without  receipt  of
consideration  by Franklin.  Such  adjustment  will be made by the  Compensation
Committee.  The  Compensation  Committee  may  also  make,  in  its  discretion,
adjustments  described  in (a) - (d) above in the event of any  distribution  of
cash or other assets to stockholders other than an ordinary cash dividend.

In determining  adjustments to be made, the Compensation Committee may take into
account such factors as it deems appropriate,  including (i) the restrictions of
applicable law, (ii) the potential tax,  accounting or other  consequences of an
adjustment and (iii) the  possibility  that some  participants  might receive an
adjustment and a distribution or other unintended benefit,  and in light of such
factors  or  circumstances   may  make  adjustments  that  are  not  uniform  or
proportionate among outstanding awards, modify vesting dates, defer the delivery
of stock certificates or make other equitable adjustments.  Any such adjustments
to  outstanding  awards  will  be  effected  in  a  manner  that  precludes  the
enlargement  of  rights  and  benefits  under  such  awards.   Any  adjustments,
determinations or  interpretations  made by the Compensation  Committee shall be
final, binding and conclusive.

AMENDMENT AND TERMINATION
-------------------------

The Board of Directors  of Franklin may at any time  terminate or amend the 2002
Stock Plan.  However,  no such termination may affect awards previously granted,
nor may an  amendment  make any  change in any award  previously  granted  which
adversely  affects the rights of any  participant.  In  addition,  to the extent
necessary  to  comply  with  securities  and  tax  laws,  Franklin  will  obtain
stockholder approval of such termination or such amendments.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

             (c)    Exhibits.

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

             10.1                 Franklin Resources, Inc. Deferred Compensation
                                  Arrangement for Director's  Fees,  dated as of
                                  of January 21, 2005, by  and  between Franklin
                                  Resources, Inc. and Samuel H. Armacost.

             10.2                 Franklin Resources, Inc. 2002  Universal Stock
                                  Incentive Plan (as amended and restated
                                  December 16, 2004).
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: January 27, 2005              /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary
EXHIBIT INDEX

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

     10.1               Franklin  Resources,  Inc.  Deferred  Compensation
                        Arrangement for Director's Fees, dated as of January 21,
                        2005, by and between Franklin Resources, Inc. and Samuel
                        H. Armacost.

     10.2               Franklin Resources, Inc. 2002  Universal Stock Incentive
                        Plan (as amended and restated December 16, 2004).