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):        December 21, 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

                                 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.

As of  December  21,  2004,  the Board of  Directors  (the  "Board") of Franklin
Resources,  Inc. (the "Company" or "Franklin") elected Mr. Samuel H. Armacost to
fill one of two existing  vacancies on the Board. As a non-employee  director on
the Board with no other  relationship  with the Company and its affiliates other
than his  prospective  service to the Company as a  non-employee  director,  Mr.
Armacost shall receive the same compensation that other  non-employee  directors
on the Board receive. Non-employee directors on the Board, such as Mr. Armacost,
following  their  election to the Board,  have been paid in the past $10,000 per
quarter, plus $3,000 per meeting attended.  However,  effective January 1, 2005,
directors who are not Franklin employees will be paid $12,500 per quarter,  plus
$3,000 per meeting and will  receive an annual  stock grant valued at $75,000 on
the  date  of  grant  on  January  25,  2005  and on  the  date  of  the  annual
organizational meeting of the Board in subsequent fiscal years. In addition, the
Company has a policy of  reimbursing  certain  health  insurance  coverage for a
director who is retired from other employment and is not otherwise  eligible for
group health coverage under  Franklin's group health plan or any other company's
health plan.  Franklin  will  reimburse  the cost of health  insurance  coverage
comparable  to  that  provided  to  Franklin  employees.  Franklin  also  allows
directors to defer payment of their  directors'  fees, and to treat the deferred
amounts as hypothetical  investments in Franklin common stock. Upon termination,
the number of shares of stock that the  director  hypothetically  purchased  are
added together,  and Franklin must pay the director an amount equal to the value
of the hypothetical investment, including dividend reinvestment. Either Franklin
or the  individual  director can  terminate  the fee  deferral  with ninety days
notice.


ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.

(d) As of December 21, 2004, the Board of the Company elected each of Mr. Samuel
H.  Armacost and Ms. Anne M.  Tatlock to fill the two existing  vacancies on the
Board. There were no arrangements or understandings  between Mr. Armacost or Ms.
Tatlock  and any  other  person  pursuant  to which he or she was  elected  as a
director, and there are and have been no transactions since the beginning of the
Company's last fiscal year, or currently proposed, regarding Mr. Armacost or Ms.
Tatlock  that are required to be  disclosed  by Item 404(a) of  Regulation  S-K,
except as set forth  below.  At the time of filing this Form 8-K,  the Board has
made no  determination  to appoint either Mr.  Armacost or Ms. Tatlock to one or
more  committees of the Board.  While Mr.  Armacost is not, and has not been, an
employee of the Company,  Ms. Tatlock, in addition to becoming a director of the
Company (an office she  previously  held from January  2001 through  December 2,
2004),  will  continue to be a Vice Chairman and Member - Office of the Chairman
of the  Company,  positions  she has held since 2001,  as well as continue to be
Chairman of the Board,  Chief  Executive  Officer,  and a director of  Fiduciary
Trust Company  International,  a subsidiary of the Company. As a named executive
officer of the Company,  the Company has previously  reported  compensation  and
related  information  with regard to Ms.  Tatlock in its prior reports and proxy
statements filed with the Securities and Exchange  Commission.  The terms of the
compensation  receivable  by Mr.  Armacost  for his  services as a  non-employee
director on the Board are described under Item 1.01 above,  which description is
incorporated by reference in its entirety into this Item 5.02.

The Company  makes  purchases of the Company's  common stock from  employees and
executive  officers  on the  same  terms  and  conditions  to pay  taxes  due in
connection  with the vesting of  restricted  stock awards and  matching  grants,
which the Company  provides under its Employee Stock  Incentive Plan. On January
2, 2004 and in connection with the vesting of certain  restricted  stock awards,
the Company  purchased  1,205 shares from Ms. Tatlock at the price of $52.05 per
share.  On October 1, 2004 and in  connection  with the vesting on September 30,
2004 of certain restricted stock awards, the Company purchased 2,737 shares

<PAGE>

from Ms. Tatlock,  among others, at the price of $55.55 per share. The price per
share paid by the Company for each  purchase was the average of the high and low
price  of the  Company's  common  stock on the New York  Stock  Exchange  on the
vesting date.



<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: December 23, 2004             /s/ Murray L. Simpson
                                    --------------------------------------------
                                    Murray L. Simpson
                                    Executive Vice President and General Counsel
[{"type": "8-K", "sequence": "1", "filename": "form8k_122104.txt", "secsgml_size_bytes": 7219}]
{"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": "041223535"}, "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):        December 21, 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

                                 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.

As of  December  21,  2004,  the Board of  Directors  (the  "Board") of Franklin
Resources,  Inc. (the "Company" or "Franklin") elected Mr. Samuel H. Armacost to
fill one of two existing  vacancies on the Board. As a non-employee  director on
the Board with no other  relationship  with the Company and its affiliates other
than his  prospective  service to the Company as a  non-employee  director,  Mr.
Armacost shall receive the same compensation that other  non-employee  directors
on the Board receive. Non-employee directors on the Board, such as Mr. Armacost,
following  their  election to the Board,  have been paid in the past $10,000 per
quarter, plus $3,000 per meeting attended.  However,  effective January 1, 2005,
directors who are not Franklin employees will be paid $12,500 per quarter,  plus
$3,000 per meeting and will  receive an annual  stock grant valued at $75,000 on
the  date  of  grant  on  January  25,  2005  and on  the  date  of  the  annual
organizational meeting of the Board in subsequent fiscal years. In addition, the
Company has a policy of  reimbursing  certain  health  insurance  coverage for a
director who is retired from other employment and is not otherwise  eligible for
group health coverage under  Franklin's group health plan or any other company's
health plan.  Franklin  will  reimburse  the cost of health  insurance  coverage
comparable  to  that  provided  to  Franklin  employees.  Franklin  also  allows
directors to defer payment of their  directors'  fees, and to treat the deferred
amounts as hypothetical  investments in Franklin common stock. Upon termination,
the number of shares of stock that the  director  hypothetically  purchased  are
added together,  and Franklin must pay the director an amount equal to the value
of the hypothetical investment, including dividend reinvestment. Either Franklin
or the  individual  director can  terminate  the fee  deferral  with ninety days
notice.

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.

(d) As of December 21, 2004, the Board of the Company elected each of Mr. Samuel
H.  Armacost and Ms. Anne M.  Tatlock to fill the two existing  vacancies on the
Board. There were no arrangements or understandings  between Mr. Armacost or Ms.
Tatlock  and any  other  person  pursuant  to which he or she was  elected  as a
director, and there are and have been no transactions since the beginning of the
Company's last fiscal year, or currently proposed, regarding Mr. Armacost or Ms.
Tatlock  that are required to be  disclosed  by Item 404(a) of  Regulation  S-K,
except as set forth  below.  At the time of filing this Form 8-K,  the Board has
made no  determination  to appoint either Mr.  Armacost or Ms. Tatlock to one or
more  committees of the Board.  While Mr.  Armacost is not, and has not been, an
employee of the Company,  Ms. Tatlock, in addition to becoming a director of the
Company (an office she  previously  held from January  2001 through  December 2,
2004),  will  continue to be a Vice Chairman and Member - Office of the Chairman
of the  Company,  positions  she has held since 2001,  as well as continue to be
Chairman of the Board,  Chief  Executive  Officer,  and a director of  Fiduciary
Trust Company  International,  a subsidiary of the Company. As a named executive
officer of the Company,  the Company has previously  reported  compensation  and
related  information  with regard to Ms.  Tatlock in its prior reports and proxy
statements filed with the Securities and Exchange  Commission.  The terms of the
compensation  receivable  by Mr.  Armacost  for his  services as a  non-employee
director on the Board are described under Item 1.01 above,  which description is
incorporated by reference in its entirety into this Item 5.02.

The Company  makes  purchases of the Company's  common stock from  employees and
executive  officers  on the  same  terms  and  conditions  to pay  taxes  due in
connection  with the vesting of  restricted  stock awards and  matching  grants,
which the Company  provides under its Employee Stock  Incentive Plan. On January
2, 2004 and in connection with the vesting of certain  restricted  stock awards,
the Company  purchased  1,205 shares from Ms. Tatlock at the price of $52.05 per
share.  On October 1, 2004 and in  connection  with the vesting on September 30,
2004 of certain restricted stock awards, the Company purchased 2,737 shares
from Ms. Tatlock,  among others, at the price of $55.55 per share. The price per
share paid by the Company for each  purchase was the average of the high and low
price  of the  Company's  common  stock on the New York  Stock  Exchange  on the
vesting date.
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: December 23, 2004             /s/ Murray L. Simpson
                                    --------------------------------------------
                                    Murray L. Simpson
                                    Executive Vice President and General Counsel