1

                       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): August 6, 2003
                                                         (August 4, 2003)


                            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

Registrant is filing this Form 8-K in order to file a joint press release issued
by Registrant  and Darby Overseas  Investments,  Ltd. on August 4, 2003. By this
filing, Registrant is not establishing the practice of filing all press releases
in the future and may discontinue such filings at any time.

Item 7.   Financial Statements and Exhibits

          (c) Exhibits

          99   Press Release  issued on August 4, 2003 by  Registrant  and Darby
               Overseas Investments, Ltd. .







================================================================================
<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: August 6, 2003               /s/ Leslie M. Kratter
                                   ----------------------------
                                   Leslie M. Kratter
                                   Senior Vice President


================================================================================
<PAGE>


                                  Exhibit index

Exhibit No.       Description
-----------       -----------
   99             Press Release issued on August 4, 2003 by Registrant and Darby
                  Overseas Investments, Ltd.

================================================================================
[{"type": "8-K", "sequence": "1", "filename": "form8k_darby.txt", "description": "PRESS RELEASE", "secsgml_size_bytes": 2916}]
{"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": "03825503"}, "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"}}
1

                       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): August 6, 2003
                                                         (August 4, 2003)

                            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

Registrant is filing this Form 8-K in order to file a joint press release issued
by Registrant  and Darby Overseas  Investments,  Ltd. on August 4, 2003. By this
filing, Registrant is not establishing the practice of filing all press releases
in the future and may discontinue such filings at any time.

Item 7.   Financial Statements and Exhibits

          (c) Exhibits

          99   Press Release  issued on August 4, 2003 by  Registrant  and Darby
               Overseas Investments, Ltd. .

================================================================================
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: August 6, 2003               /s/ Leslie M. Kratter
                                   ----------------------------
                                   Leslie M. Kratter
                                   Senior Vice President

================================================================================
Exhibit index

Exhibit No.       Description
-----------       -----------
   99             Press Release issued on August 4, 2003 by Registrant and Darby
                  Overseas Investments, Ltd.

================================================================================