2


                       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 23, 2003
                                                        (January 23, 2003)


                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



  .... DELAWARE....................1-9318........................13-2670991...
 (State or other jurisdiction     (Commission                   (IRS Employer
             of incorporation)    File Number)               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)




<PAGE>





Item 5.      Other Events

Registrant  is filing  this Form 8-K in order to file a current  earnings  press
release.  By this filing,  Registrant is not establishing the practice of filing
all earnings  press releases in the future and may  discontinue  such filings at
any time.

Item 7.      Financial Statements and Exhibits

(c) Exhibits

Exhibit 99 - Press  Release  issued on January 23,  2003 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 23, 2003            /s/ Leslie M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President

                                    Exhibits

Exhibit 99   Press Release issued on January 23, 2003 by Franklin Resources,
             Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_1q03.txt", "secsgml_size_bytes": 2338}]
{"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": "03522377"}, "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"}}
2

                       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 23, 2003
                                                        (January 23, 2003)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

  .... DELAWARE....................1-9318........................13-2670991...
 (State or other jurisdiction     (Commission                   (IRS Employer
             of incorporation)    File Number)               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)
Item 5.      Other Events

Registrant  is filing  this Form 8-K in order to file a current  earnings  press
release.  By this filing,  Registrant is not establishing the practice of filing
all earnings  press releases in the future and may  discontinue  such filings at
any time.

Item 7.      Financial Statements and Exhibits

(c) Exhibits

Exhibit 99 - Press  Release  issued on January 23,  2003 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 23, 2003            /s/ Leslie M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President

                                    Exhibits

Exhibit 99   Press Release issued on January 23, 2003 by Franklin Resources,
             Inc.