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): April 24, 2003
                                                         (April 24, 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 7.   Financial Statements and Exhibits

          (c)  Exhibits

               99  Press Release issued on April 24, 2003 by Franklin Resources,
                   Inc.

Item 9.   Regulation FD Disclosure

The information  furnished under this "Item 9" is intended to be furnished under
"Item 12. Results of Operations and Financial  Condition" in accordance with SEC
Release No. 33-8216.  The information,  including the exhibit attached hereto in
this Form 8-K shall not be deemed  "filed"  for  purposes  of  Section 18 of the
Securities  and Exchange Act of 1934,  as amended,  or otherwise  subject to the
liabilities of that section.

On April 24, 2003,  Franklin  Resources,  Inc. issued a press release announcing
its financial results for the second quarter ended March 31, 2003. The full text
of  the  press  release  is  furnished  as  Exhibit  99 to  this  Report  and is
incorporated by reference.


                                       2
--------------------------------------------------------------------------------
<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: April 24, 2003               /s/ Martin L. Flanagan
                                   ----------------------------
                                   MARTIN L. FLANAGAN
                                   President and Chief Financial Officer


                                       3
--------------------------------------------------------------------------------
<PAGE>



                                  EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

    99              Press   Release   issued  on  April  24,  2003  by  Franklin
                    Resources, Inc.

                                       4
--------------------------------------------------------------------------------
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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": "03661527"}, "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): April 24, 2003
                                                         (April 24, 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 7.   Financial Statements and Exhibits

          (c)  Exhibits

               99  Press Release issued on April 24, 2003 by Franklin Resources,
                   Inc.

Item 9.   Regulation FD Disclosure

The information  furnished under this "Item 9" is intended to be furnished under
"Item 12. Results of Operations and Financial  Condition" in accordance with SEC
Release No. 33-8216.  The information,  including the exhibit attached hereto in
this Form 8-K shall not be deemed  "filed"  for  purposes  of  Section 18 of the
Securities  and Exchange Act of 1934,  as amended,  or otherwise  subject to the
liabilities of that section.

On April 24, 2003,  Franklin  Resources,  Inc. issued a press release announcing
its financial results for the second quarter ended March 31, 2003. The full text
of  the  press  release  is  furnished  as  Exhibit  99 to  this  Report  and is
incorporated by reference.

                                       2
--------------------------------------------------------------------------------
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: April 24, 2003               /s/ Martin L. Flanagan
                                   ----------------------------
                                   MARTIN L. FLANAGAN
                                   President and Chief Financial Officer

                                       3
--------------------------------------------------------------------------------
EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

    99              Press   Release   issued  on  April  24,  2003  by  Franklin
                    Resources, Inc.

                                       4
--------------------------------------------------------------------------------