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): October 28, 2004
                                                        (October 28, 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 2.02.   Results of Operations and Financial Condition

On October 28, 2004, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the quarter ended  September 30, 2004. 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  and
Exchange Act of 1934, 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 SEC,
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 7.01.   Regulation FD Disclosure

The  information  furnished  pursuant to Item 2.02,  "Results of Operations  and
Financial Condition", is incorporated herein by reference.
<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: October 28, 2004             /s/ James R. Baio
                                   ----------------------------
                                   James R. Baio
                                   Senior Vice President and
                                   Chief Financial Officer



<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION

99.1                    Press Release issued on October 28, 2004 by Franklin
                        Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_4q04.txt", "description": "EARNINGS RELEASE FOR 4TH QTR 2004", "secsgml_size_bytes": 3227}]
{"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": "041101666"}, "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): October 28, 2004
                                                        (October 28, 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 2.02.   Results of Operations and Financial Condition

On October 28, 2004, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the quarter ended  September 30, 2004. 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  and
Exchange Act of 1934, 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 SEC,
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 7.01.   Regulation FD Disclosure

The  information  furnished  pursuant to Item 2.02,  "Results of Operations  and
Financial Condition", is incorporated herein by reference.
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: October 28, 2004             /s/ James R. Baio
                                   ----------------------------
                                   James R. Baio
                                   Senior Vice President and
                                   Chief Financial Officer
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION

99.1                    Press Release issued on October 28, 2004 by Franklin
                        Resources, Inc.