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): March 2, 2004
                                                          (March 2, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     Franklin Resources, Inc. has been informed that the Staff of the Securities
and Exchange  Commission  ("SEC") no longer  intends to  recommend  that the SEC
authorize a civil action against Gregory Johnson,  who is President and Co-Chief
Executive Officer of Franklin Resources, Inc.  The previous intention of the SEC
Staff was announced in the Company's  Form 10-Q filing on February 17, 2004. The
Company continues  discussions with the Staff of the SEC in an effort to resolve
the issues raised in their investigation related to Franklin Advisers, 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: March 2, 2004           /s/ Martin L. Flanagan
                              ----------------------------
                              Martin L. Flanagan
                              President and Co-Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8k_030204.txt", "secsgml_size_bytes": 2398}]
{"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": "04644068"}, "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): March 2, 2004
                                                          (March 2, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     Franklin Resources, Inc. has been informed that the Staff of the Securities
and Exchange  Commission  ("SEC") no longer  intends to  recommend  that the SEC
authorize a civil action against Gregory Johnson,  who is President and Co-Chief
Executive Officer of Franklin Resources, Inc.  The previous intention of the SEC
Staff was announced in the Company's  Form 10-Q filing on February 17, 2004. The
Company continues  discussions with the Staff of the SEC in an effort to resolve
the issues raised in their investigation related to Franklin Advisers, 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: March 2, 2004           /s/ Martin L. Flanagan
                              ----------------------------
                              Martin L. Flanagan
                              President and Co-Chief Executive Officer