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 27, 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 2.02. Results of Operations and Financial Condition

On January 27, 2005, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the quarter  ended  December 31, 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 9.01. Financial Statements and Exhibits

           (c)   Exhibits
                 --------

           99.1  Press Release dated January 27, 2005 issued 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: January 27, 2005              /s/ James R. Baio
                                    ----------------------------
                                    James R. Baio
                                    Senior Vice President and Chief Financial
                                    Officer



<PAGE>

                                  EXHIBIT INDEX
                                  -------------

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

99.1             Press Release dated January 27, 2005 issued by Franklin
                 Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_1q2005.txt", "description": "EARNINGS RELEASE", "secsgml_size_bytes": 3925}]
{"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": "05553242"}, "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):         January 27, 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 2.02. Results of Operations and Financial Condition

On January 27, 2005, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the quarter  ended  December 31, 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 9.01. Financial Statements and Exhibits

           (c)   Exhibits
                 --------

           99.1  Press Release dated January 27, 2005 issued 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: January 27, 2005              /s/ James R. Baio
                                    ----------------------------
                                    James R. Baio
                                    Senior Vice President and Chief Financial
                                    Officer
EXHIBIT INDEX
                                  -------------

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

99.1             Press Release dated January 27, 2005 issued by Franklin
                 Resources, Inc.