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):        December 3, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

(b)  Mr. James A. McCarthy  resigned from  the  Board  of  Directors of Franklin
Resources,  Inc. (the "Company") on December 2, 2004. In recognition of his many
years of valuable service to the Company and its shareholders and the belief and
desire of the Corporate  Governance Committee of the Board that he will continue
to be a valuable resource for the Board in the future, the Corporate  Governance
Committee,  with Mr. McCarthy's consent,  intends to recommend to the Board that
it name Mr. McCarthy as a Director Emeritus.

     In  order  for the  Board  to be  composed  of a  majority  of  independent
directors under the corporate  governance  rules of the New York Stock Exchange,
Ms. Anne M.  Tatlock  also  resigned  from the Board on  December  2, 2004.  Ms.
Tatlock will continue to serve in all other current positions she holds with the
Company,  including  as  Chairman  of the Board and Chief  Executive  Officer of
Fiduciary Trust Company International, a subsidiary of the Company.

     The Corporate  Governance  Committee is considering  nominating  additional
independent  individuals  for  appointment or election to the Board. In light of
the Corporate  Governance  Committee's  desire to have Ms. Tatlock return to the
Board, the Corporate Governance Committee expects to recommend to the Board that
it re-appoint Ms.  Tatlock as a Director at such time as the  composition of the
Board permits such appointment.



<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: December 3, 2004              /s/ Barbara J. Green
                                    ----------------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary
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{"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": "041184539"}, "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):        December 3, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

(b)  Mr. James A. McCarthy  resigned from  the  Board  of  Directors of Franklin
Resources,  Inc. (the "Company") on December 2, 2004. In recognition of his many
years of valuable service to the Company and its shareholders and the belief and
desire of the Corporate  Governance Committee of the Board that he will continue
to be a valuable resource for the Board in the future, the Corporate  Governance
Committee,  with Mr. McCarthy's consent,  intends to recommend to the Board that
it name Mr. McCarthy as a Director Emeritus.

     In  order  for the  Board  to be  composed  of a  majority  of  independent
directors under the corporate  governance  rules of the New York Stock Exchange,
Ms. Anne M.  Tatlock  also  resigned  from the Board on  December  2, 2004.  Ms.
Tatlock will continue to serve in all other current positions she holds with the
Company,  including  as  Chairman  of the Board and Chief  Executive  Officer of
Fiduciary Trust Company International, a subsidiary of the Company.

     The Corporate  Governance  Committee is considering  nominating  additional
independent  individuals  for  appointment or election to the Board. In light of
the Corporate  Governance  Committee's  desire to have Ms. Tatlock return to the
Board, the Corporate Governance Committee expects to recommend to the Board that
it re-appoint Ms.  Tatlock as a Director at such time as the  composition of the
Board permits such appointment.
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: December 3, 2004              /s/ Barbara J. Green
                                    ----------------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary