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 22, 2004
                                                        (January 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 7.   Financial Statements and Exhibits

(c)  Exhibits

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

Item 12.  Results of Operations and Financial Condition

On January 22, 2004, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the first quarter and year ended  September 30, 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  and 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: January 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 January 22, 2004 by Franklin Resources,
                Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_01q04.txt", "description": "EARNINGS RELEASE FOR 1ST QUARTER 2004", "secsgml_size_bytes": 2745}]
{"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": "04537555"}, "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): January 22, 2004
                                                        (January 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 7.   Financial Statements and Exhibits

(c)  Exhibits

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

Item 12.  Results of Operations and Financial Condition

On January 22, 2004, Franklin Resources,  Inc. issued a press release announcing
its financial  results for the first quarter and year ended  September 30, 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  and 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: January 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 January 22, 2004 by Franklin Resources,
                Inc.