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 13, 2002
                                                         (August 12, 2002)


                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



  .... DELAWARE....................1-9318........................13-2670991...
  (State or other jurisdiction    (Commission                   (IRS Employer
          of incorporation)       File Number)               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)




<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.


Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.


ITEM 9. REGULATION FD DISCLOSURE

On August 12, 2002,  Franklin  Resources,  Inc.  submitted to the Securities and
Exchange  Commission (the "SEC") the Statement Under Oath of Principal Executive
Officer and Principal  Financial  Officer of Charles B.  Johnson,  the Principal
Executive Officer,  and Martin L. Flanagan,  the Principal Financial Officer, in
accordance  with the SEC's June 27, 2002 Order No. 4-460 requiring the filing of
sworn statements pursuant to Section 21(a)(1) of the Securities and Exchange Act
of 1934.


                                   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 13, 2002             /s/ Leslie M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President and Secretary


                                    Exhibits

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.


Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.
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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": "02728763"}, "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): August 13, 2002
                                                         (August 12, 2002)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

  .... DELAWARE....................1-9318........................13-2670991...
  (State or other jurisdiction    (Commission                   (IRS Employer
          of incorporation)       File Number)               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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.

Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.

ITEM 9. REGULATION FD DISCLOSURE

On August 12, 2002,  Franklin  Resources,  Inc.  submitted to the Securities and
Exchange  Commission (the "SEC") the Statement Under Oath of Principal Executive
Officer and Principal  Financial  Officer of Charles B.  Johnson,  the Principal
Executive Officer,  and Martin L. Flanagan,  the Principal Financial Officer, in
accordance  with the SEC's June 27, 2002 Order No. 4-460 requiring the filing of
sworn statements pursuant to Section 21(a)(1) of the Securities and Exchange Act
of 1934.

                                   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 13, 2002             /s/ Leslie M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President and Secretary

                                    Exhibits

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.

Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.