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):         November 8, 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


                 ----------------------------------------------
  (Former name or former address, if changed since last report): Not Applicable


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

RESTRICTED STOCK AWARDS
-----------------------

On November 8, 2004, the  Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("RSA")  granting common stock ("Stock") of the Company
under the Company's  2002  Universal  Stock  Incentive Plan (the "2002 USIP") to
certain of the Company's  executive  officers.  Each of the following  executive
officers of the Company received the following  number of shares of Stock:  Anne
M. Tatlock,  Vice  Chairman:  6,272 shares;  Murray L. Simpson,  Executive  Vice
President  and  General  Counsel:  3,920  shares;  James R.  Baio,  Senior  Vice
President and Chief Financial  Officer:  3,607 shares;  Jennifer J. Bolt, Senior
Vice President and Chief Information Officer:  3,763 shares;  Leslie M. Kratter,
Senior  Vice  President  and  Assistant  Secretary:  2,979  shares;  Penelope S.
Alexander,  Vice  President,  Human  Resources - U.S.:  1,380  shares;  Holly E.
Gibson, Vice President, Corporate Communications:  784 shares; Barbara J. Green,
Vice President,  Deputy General Counsel and Secretary:  1,317 shares; Kenneth A.
Lewis,  Vice  President  and  Treasurer:  1,412  shares;  Charles R. Sims,  Vice
President: 2,352 shares; John M. Lusk, Vice President: 2,352 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive  officers listed above.  Each RSA awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture under certain events described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement and Notice of  Restricted  Stock Award  ("Notice of Award")
under the 2002 USIP is filed herewith as Exhibit 10.74. Each of the foregoing is
incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.74:

RESTRICTED  STOCK  AWARD.  The Company  issues to  participants,  including  the
executive  officers  (the  "Participant")  shares  of Stock as set  forth in the
Notice of Award,  subject to the rights of and  limitations  on  Participant  as
owner as set forth in the RSA  Agreement.  All shares of Stock issued are deemed
to be  issued  to  Participant  as fully  paid and non  assessable  shares,  and
Participant  has all rights of a  shareholder,  including  the right to vote, to
receive dividends (including stock dividends), to participate in stock splits or
other recapitalizations,  and to exchange such shares in a merger, consolidation
or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock  splits)  received with respect to shares of Stock which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.

<PAGE>

VESTING.   Participant's  interest  in  the  Stock  awarded  becomes vested  and
nonforfeitable in accordance with the Vesting Schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a Subsidiary. If Participant ceases to maintain continuous status as an employee
of the  Company or any of its  subsidiaries  for any reason  other than death or
disability,  all  shares  of  Stock to the  extent  not yet  vested  on the date
Participant ceases to be a full-time employee are forfeited by Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

STOCK OPTION GRANT
------------------

On November 8, 2004,  the  Compensation  Committee  also approved a stock option
grant to purchase  1,506  shares of Stock under the 2002 USIP to Donna S. Ikeda,
Vice  President,  Human  Resources -  International.  Ms.  Ikeda is an executive
officer of the Company.

The Company has entered into a Stock Option  Agreement (the "Option  Agreement")
with Ms. Ikeda.  Each option granted to Ms. Ikeda has an effective grant date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture  under certain events  described in the Option  Agreement.
The option may be exercised only until September 30, 2009, the expiration  date.
The exercise price of the shares is $55.81 per share.

A copy of the form of the Stock Option  Agreement  and Notice of Grant are filed
herewith as Exhibit  10.75.  Each of the  foregoing  is  incorporated  herein by
reference.

The  following is a summary of the principal  terms of the Option  Agreement and
Notice of Stock Option Grant, which are qualified in their entirety by reference
to Exhibit 10.75:

GRANT OF OPTION.  The Company  grants to the optionees  ("Optionee"),  including
executive  officers,  named in a notice of grant  (the  "Notice of  Grant"),  an
option (the  "Option")  to purchase a number of shares  (the  "Shares"),  as set
forth in the Notice of Grant,  at the exercise  price per share set forth in the
Notice of Grant (the  "Exercise  Price"),  subject to the terms,  conditions and
definitions 2002 USIP, adopted by the Company.

EXERCISE OF OPTION.
Right to Exercise.  The Option is exercisable during its term in accordance with
the  exercise  schedule  set out in the  Notice  of  Grant  and  the  applicable
provisions of the 2002 USIP and the Option Agreement.

Method of Payment.  Payment of the aggregate  Exercise Price may be made in cash
or Shares, valued at fair market value on the date of exercise.

TERMINATION OF EMPLOYMENT.  In the event of termination of Optionee's continuous
status as an employee,  Optionee may, to the extent otherwise so entitled at the
date of such termination  (the  "Termination  Date"),  exercise the Option for a
period of ninety  (90) days after the  Termination  Date (but in no event  later
than

<PAGE>

the expiration date of the Option). To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
the Option within the time specified herein, the Option shall terminate.

DISABILITY OF OPTIONEE.  In the event of  termination  of Optionee's  continuous
status as an employee as a result of  disability,  Optionee may, but only within
six (6)  months  from  the  Termination  Date  (but in no event  later  than the
expiration  date of the Option),  exercise the Option in full, even if the right
to  exercise  shall not have  otherwise  accrued  at the date of such  total and
permanent  disability.  All rights to exercise the Option shall expire and be of
no further  force or effect after such six month period.  Unless  changed by the
Compensation  Committee,  "disability"  means that the Optionee  ceases to be an
employee on account of permanent  and total  disability as a result of which the
Optionee shall be eligible for payments under the Company's long term disability
policy applicable to the Optionee.  To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
such Option (to the extent  otherwise  so  entitled)  within the time  specified
herein, the Option shall terminate.

DEATH OF  OPTIONEE.  In the event of the death of  Optionee,  the  Option may be
exercised in full at any time within six (6) months  following the date of death
(but in no event later than expiration date of the Option), by Optionee's estate
or by a person  who  acquired  the right to  exercise  the  Option by bequest or
inheritance,  even if the right to exercise shall not have otherwise  accrued at
the date of death.  All rights to exercise  the Option shall expire and be of no
further force or effect after such six month period.

TERM OF OPTION.  The Option may be exercised only until the expiration  date set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the 2002 USIP and the terms of the Option Agreement.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits:

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

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan


          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan


<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: November 12, 2004       /s/ Barbara J. Green
                              ----------------------------
                              Barbara J. Green
                              Vice President, Deputy General Counsel
                              and Secretary


<PAGE>



                                  EXHIBIT INDEX


          EXHIBIT NO.       DESCRIPTION

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan

          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan
[{"type": "8-K", "sequence": "1", "filename": "form8k_111204.txt", "secsgml_size_bytes": 13123}]
{"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": "041139140"}, "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):         November 8, 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

                 ----------------------------------------------
  (Former name or former address, if changed since last report): Not Applicable

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

RESTRICTED STOCK AWARDS
-----------------------

On November 8, 2004, the  Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("RSA")  granting common stock ("Stock") of the Company
under the Company's  2002  Universal  Stock  Incentive Plan (the "2002 USIP") to
certain of the Company's  executive  officers.  Each of the following  executive
officers of the Company received the following  number of shares of Stock:  Anne
M. Tatlock,  Vice  Chairman:  6,272 shares;  Murray L. Simpson,  Executive  Vice
President  and  General  Counsel:  3,920  shares;  James R.  Baio,  Senior  Vice
President and Chief Financial  Officer:  3,607 shares;  Jennifer J. Bolt, Senior
Vice President and Chief Information Officer:  3,763 shares;  Leslie M. Kratter,
Senior  Vice  President  and  Assistant  Secretary:  2,979  shares;  Penelope S.
Alexander,  Vice  President,  Human  Resources - U.S.:  1,380  shares;  Holly E.
Gibson, Vice President, Corporate Communications:  784 shares; Barbara J. Green,
Vice President,  Deputy General Counsel and Secretary:  1,317 shares; Kenneth A.
Lewis,  Vice  President  and  Treasurer:  1,412  shares;  Charles R. Sims,  Vice
President: 2,352 shares; John M. Lusk, Vice President: 2,352 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive  officers listed above.  Each RSA awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture under certain events described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement and Notice of  Restricted  Stock Award  ("Notice of Award")
under the 2002 USIP is filed herewith as Exhibit 10.74. Each of the foregoing is
incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.74:

RESTRICTED  STOCK  AWARD.  The Company  issues to  participants,  including  the
executive  officers  (the  "Participant")  shares  of Stock as set  forth in the
Notice of Award,  subject to the rights of and  limitations  on  Participant  as
owner as set forth in the RSA  Agreement.  All shares of Stock issued are deemed
to be  issued  to  Participant  as fully  paid and non  assessable  shares,  and
Participant  has all rights of a  shareholder,  including  the right to vote, to
receive dividends (including stock dividends), to participate in stock splits or
other recapitalizations,  and to exchange such shares in a merger, consolidation
or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock  splits)  received with respect to shares of Stock which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.
VESTING.   Participant's  interest  in  the  Stock  awarded  becomes vested  and
nonforfeitable in accordance with the Vesting Schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a Subsidiary. If Participant ceases to maintain continuous status as an employee
of the  Company or any of its  subsidiaries  for any reason  other than death or
disability,  all  shares  of  Stock to the  extent  not yet  vested  on the date
Participant ceases to be a full-time employee are forfeited by Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

STOCK OPTION GRANT
------------------

On November 8, 2004,  the  Compensation  Committee  also approved a stock option
grant to purchase  1,506  shares of Stock under the 2002 USIP to Donna S. Ikeda,
Vice  President,  Human  Resources -  International.  Ms.  Ikeda is an executive
officer of the Company.

The Company has entered into a Stock Option  Agreement (the "Option  Agreement")
with Ms. Ikeda.  Each option granted to Ms. Ikeda has an effective grant date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture  under certain events  described in the Option  Agreement.
The option may be exercised only until September 30, 2009, the expiration  date.
The exercise price of the shares is $55.81 per share.

A copy of the form of the Stock Option  Agreement  and Notice of Grant are filed
herewith as Exhibit  10.75.  Each of the  foregoing  is  incorporated  herein by
reference.

The  following is a summary of the principal  terms of the Option  Agreement and
Notice of Stock Option Grant, which are qualified in their entirety by reference
to Exhibit 10.75:

GRANT OF OPTION.  The Company  grants to the optionees  ("Optionee"),  including
executive  officers,  named in a notice of grant  (the  "Notice of  Grant"),  an
option (the  "Option")  to purchase a number of shares  (the  "Shares"),  as set
forth in the Notice of Grant,  at the exercise  price per share set forth in the
Notice of Grant (the  "Exercise  Price"),  subject to the terms,  conditions and
definitions 2002 USIP, adopted by the Company.

EXERCISE OF OPTION.
Right to Exercise.  The Option is exercisable during its term in accordance with
the  exercise  schedule  set out in the  Notice  of  Grant  and  the  applicable
provisions of the 2002 USIP and the Option Agreement.

Method of Payment.  Payment of the aggregate  Exercise Price may be made in cash
or Shares, valued at fair market value on the date of exercise.

TERMINATION OF EMPLOYMENT.  In the event of termination of Optionee's continuous
status as an employee,  Optionee may, to the extent otherwise so entitled at the
date of such termination  (the  "Termination  Date"),  exercise the Option for a
period of ninety  (90) days after the  Termination  Date (but in no event  later
than
the expiration date of the Option). To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
the Option within the time specified herein, the Option shall terminate.

DISABILITY OF OPTIONEE.  In the event of  termination  of Optionee's  continuous
status as an employee as a result of  disability,  Optionee may, but only within
six (6)  months  from  the  Termination  Date  (but in no event  later  than the
expiration  date of the Option),  exercise the Option in full, even if the right
to  exercise  shall not have  otherwise  accrued  at the date of such  total and
permanent  disability.  All rights to exercise the Option shall expire and be of
no further  force or effect after such six month period.  Unless  changed by the
Compensation  Committee,  "disability"  means that the Optionee  ceases to be an
employee on account of permanent  and total  disability as a result of which the
Optionee shall be eligible for payments under the Company's long term disability
policy applicable to the Optionee.  To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
such Option (to the extent  otherwise  so  entitled)  within the time  specified
herein, the Option shall terminate.

DEATH OF  OPTIONEE.  In the event of the death of  Optionee,  the  Option may be
exercised in full at any time within six (6) months  following the date of death
(but in no event later than expiration date of the Option), by Optionee's estate
or by a person  who  acquired  the right to  exercise  the  Option by bequest or
inheritance,  even if the right to exercise shall not have otherwise  accrued at
the date of death.  All rights to exercise  the Option shall expire and be of no
further force or effect after such six month period.

TERM OF OPTION.  The Option may be exercised only until the expiration  date set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the 2002 USIP and the terms of the Option Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits:

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

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan

          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan
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: November 12, 2004       /s/ Barbara J. Green
                              ----------------------------
                              Barbara J. Green
                              Vice President, Deputy General Counsel
                              and Secretary
EXHIBIT INDEX

          EXHIBIT NO.       DESCRIPTION

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan

          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan