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): April 22, 2004
                                                        (April 22, 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 12.  Results of Operations and Financial Condition

On April 22, 2004,  Franklin  Resources,  Inc. issued a press release announcing
its financial results for the quarter ended March 31, 2004. The full text of the
press  release is furnished as Exhibit  99.1 to this  report.  This  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, as amended,  and is not  incorporated  by reference in any
filing of the company, whether made before or after the date of this report.



<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: April 22, 2004          /s/ Barbara J. Green
                              ----------------------------
                              Barbara J. Green
                              Vice President, Deputy General Counsel
                              and Secretary



<PAGE>




                                  EXHIBIT INDEX

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

99.1            Press Release issued on April 22, 2004 by Franklin Resources,
                Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_02q04.txt", "secsgml_size_bytes": 2581}]
{"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": "04747523"}, "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): April 22, 2004
                                                        (April 22, 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 12.  Results of Operations and Financial Condition

On April 22, 2004,  Franklin  Resources,  Inc. issued a press release announcing
its financial results for the quarter ended March 31, 2004. The full text of the
press  release is furnished as Exhibit  99.1 to this  report.  This  information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, as amended,  and is not  incorporated  by reference in any
filing of the company, whether made before or after the date of this report.
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: April 22, 2004          /s/ Barbara J. Green
                              ----------------------------
                              Barbara J. Green
                              Vice President, Deputy General Counsel
                              and Secretary
EXHIBIT INDEX

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

99.1            Press Release issued on April 22, 2004 by Franklin Resources,
                Inc.