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):         November 15, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

RESTRICTED STOCK AWARDS
-----------------------

On November 15, 2004, the Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("RSA")  granting common stock ("Stock") of the Company
under the Company's  2002  Universal  Stock  Incentive Plan (the "2002 USIP") to
certain of the Company's  executive  officers.  Each of the following  executive
officers of the Company received the following number of shares of Stock: Murray
L. Simpson, Executive Vice President and General Counsel: 2,500 shares; James R.
Baio, Senior Vice President and Chief Financial Officer: 4,000 shares;  Jennifer
J. Bolt,  Senior Vice  President and Chief  Information  Officer:  5,000 shares;
Leslie M. Kratter, Senior Vice President and Assistant Secretary:  3,000 shares;
Penelope S.  Alexander,  Vice President,  Human Resources - U.S.:  3,000 shares;
Holly E. Gibson, Vice President, Corporate Communications: 2,000 shares; Barbara
J. Green,  Vice  President,  Deputy General  Counsel and Secretary:  900 shares;
Kenneth A. Lewis, Vice President and Treasurer:  2,500 shares;  Charles R. Sims,
Vice President: 3,500 shares and John M. Lusk, Vice President: 3,500 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive  officers listed above.  Each RSA awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
November 15, 2004,  and shall be fully vested on September 28, 2007,  subject to
possible  acceleration  of vesting upon the  achievement of certain  performance
goals as described  in the vesting  schedule in the Notice of  Restricted  Stock
Award ("Notice of Award"),  and  acceleration or forfeiture under certain events
described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement  and Notice of Award under the 2002 USIP is filed  herewith
as Exhibit 10.1. Each of the foregoing is incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.1:

RESTRICTED STOCK AWARD.

The Company  issues to  participants,  including  the  executive  officers  (the
"Participant")  shares of Stock as set forth in the Notice of Award,  subject to
the rights of and  limitations  on  Participant as owner as set forth in the RSA
Agreement.  All shares of Stock issued are deemed to be issued to Participant as
fully  paid and non  assessable  shares,  and  Participant  has all  rights of a
shareholder,  including the right to vote, to receive dividends (including stock
dividends),  to participate in stock splits or other  recapitalizations,  and to
exchange such shares in a merger, consolidation or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock splits) received with respect to shares of Stock,  which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.

<PAGE>

VESTING.  Participant's  interest  in  the  Stock  awarded  becomes  vested  and
nonforfeitable in accordance with the vesting schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a subsidiary of the Company. If Participant ceases to maintain continuous status
as an employee of the Company or any of its  subsidiaries  for any reason  other
than  death or  disability,  all shares of Stock to the extent not yet vested on
the  date  Participant  ceases  to be a  full-time  employee  are  forfeited  by
Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

The Stock granted to the executive  officers  listed above shall vest in full on
September 28, 2007 unless subject to earlier vesting.  An accelerated vesting of
the Stock will occur if either or both of the following  performance  goals (the
"Performance Goals") are achieved:

     One-third  of the number of shares of Stock  granted  pursuant to the award
     (the "First  Vesting  Shares")  shall vest (the "2005 Fiscal Year Operating
     Income Goal") if Operating Income (as defined below) for the fiscal year of
     the Company ending  September 30, 2005 (the "2005 Fiscal Year") is at least
     15% greater than Operating  Income for the fiscal year of the Company ended
     September 30, 2004 (the "2004 Fiscal Year").  This accelerated  vesting, if
     any,  will be  effective  on the  later of  December  15,  2005 or ten (10)
     business days after the release of the annual financial statements included
     in the  Company's  Annual Report on Form 10-K for the 2005 Fiscal Year (the
     "First Vesting Date"). If the 2005 Fiscal Year Operating Income Goal is not
     met by the  First  Vesting  Date,  there  shall be no  acceleration  of the
     vesting of the First Vesting Shares, even if the 2005 Fiscal Year Operating
     Income Goal is later achieved and such Stock shall vest in accordance  with
     their terms on September 28, 2007.

     One-third  of the number of shares of Stock  granted  pursuant to the award
     (the "Second  Vesting  Shares") shall vest (the "2006 Fiscal Year Operating
     Income Goal") if Operating Income for the fiscal year of the Company ending
     September 30, 2006 (the "2006 Fiscal Year") is at least 32.25% greater than
     Operating  Income for the 2004 Fiscal Year. This  accelerated  vesting,  if
     any,  will be  effective  on the  later of  December  15,  2006 or ten (10)
     business days after the release of the annual financial statements included
     in the  Company's  Annual Report on Form 10-K for the 2006 Fiscal Year (the
     "Second  Vesting Date").  If the 2006 Fiscal Year Operating  Income Goal is
     not met by the Second Vesting Date,  there shall be no  acceleration of the
     vesting  of the  Second  Vesting  Shares,  even  if the  2006  Fiscal  Year
     Operating  Income  Goal is later  achieved  and such  Stock  shall  vest in
     accordance with their terms on September 28, 2007.

"Operating Income" with respect to any fiscal year is defined as total operating
revenues  less total  operating  expenses  determined  on a  consolidated  basis
reported in the annual  financial  statements  included in the Company's  Annual
Report on Form 10-K for such fiscal year.



<PAGE>



RESTRICTED STOCK UNIT
---------------------

On November 15, 2004,  the  Compensation  Committee  also  approved a restricted
stock  unit  award  to Ms.  Donna  Ikeda,  Vice  President,  Human  Resources  -
International.  Ms. Ikeda received 3,000  Restricted Stock Units ("Units") under
the 2002 USIP.

The Company has entered into a Restricted  Stock Unit Award  Agreement (the "RSU
Agreement") with Ms. Ikeda. Each Unit awarded to Ms. Ikeda shall be fully vested
on September  28,  2007,  subject to possible  acceleration  of vesting upon the
achievement of certain  performance  goals as described in the vesting  schedule
set forth in the Notice of Restricted Stock Unit Award ("Notice of Unit Award"),
and  acceleration  to  forfeiture  under  certain  events  described  in the RSU
Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSU  Agreement  and  Notice  of Unit  Award  under the 2002 USIP is filed
herewith  as Exhibit  10.2.  Each of the  foregoing  is  incorporated  herein by
reference.

The  following  is a summary of the  principal  terms of the RSU  Agreement  and
Notice of Unit Award,  which are  qualified  in their  entirety by  reference to
Exhibit 10.2:

RESTRICTED STOCK UNIT AWARD.  The Company issues to participants,  including Ms.
Ikeda, Units as set forth in the Notice of Unit Award,  subject to the rights of
and limitations on Participant as owner as set forth in the RSU Agreement.

TRANSFER RESTRICTION.  The Units may not be transferred in any manner other than
by  will  or by the  laws  of  descent  and  distribution.  Notwithstanding  the
foregoing,  Participant may designate a beneficiary of the Units in the event of
Participant's  death.  The terms of this  Agreement  shall be  binding  upon the
executors, administrators, heirs, successors and transferees of Participant.

VESTING.  The Units shall become vested in accordance with the vesting  schedule
in the Notice of Unit Award so long as Participant  maintains  continuous status
as an employee of the Company or a subsidiary.

If  Participant  ceases to  maintain  continuous  status as an  employee  of the
Company  or  any of  its  Subsidiaries  for  any  reason  other  than  death  or
disability,  all Units to the  extent  not yet  vested  on the date  Participant
ceases to be a full-time employee shall be forfeited by Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its  Subsidiaries,  the Units  awarded  shall become fully
vested as of the date of death or  termination  of employment on account of such
disability.  Unless changed by the Board,  "disability"  means that  Participant
ceases to be an  employee  on account of  permanent  and total  disability  as a
result of which  Participant  shall be eligible for payments under the Company's
long term disability policy.

The Unit granted to Ms.  Ikeda shall vest in full on  September  28, 2007 unless
subject to earlier  vesting.  An  accelerated  vesting of the Unit will occur if
either or both of the  Performance  Goals  (which are based on the same  vesting
schedule and terms described in connection with the RSA's described above-except
that the term "Stock" will be replaced with "Units") are achieved.

<PAGE>

CONVERSION OF UNITS AND ISSUANCE OF SHARES. Upon each vesting date, one share of
Stock  shall be issuable  for each Unit that vests on such date,  subject to the
terms and  provisions of the 2002 USIP and the RSU  Agreement.  Thereafter,  the
Company  will  transfer  such Shares to  Participant  upon  satisfaction  of any
required tax or other  withholding  obligations.  Any fractional  Unit remaining
after the Award is fully vested  shall be  discarded  and shall not be converted
into a fractional share of Stock.

RIGHT TO SHARES.  Participant shall not have any right in, to or with respect to
any of the shares of Stock  (including  any voting rights or rights with respect
to dividends  paid on the Common Stock)  issuable  under the RSU Award until the
RSU Award is settled by the issuance of such shares of Stock to Participant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits:

          EXHIBIT NO.          DESCRIPTION

          10.1                 Form of Restricted Stock Award Agreement and
                               Notice of Restricted Stock Award under the
                               Company's 2002 Universal Stock Incentive Plan


          10.2                 Form of Restricted Stock Unit Award Agreement and
                               Notice of Restricted Stock Unit Award under the
                               Company's 2002 Universal Stock Incentive Plan


<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: November 19, 2004             /s/ Barbara J. Green
                                    ----------------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel and
                                    Secretary


<PAGE>



                                  EXHIBIT INDEX


          EXHIBIT NO.          DESCRIPTION

          10.1                 Form of Restricted Stock Award Agreement and
                               Notice of Restricted Stock Award under the
                               Company's 2002 Universal Stock Incentive Plan


          10.2                 Form of Restricted Stock Unit Award Agreement and
                               Notice of Restricted Stock Unit Award under the
                               Company's 2002 Universal Stock Incentive Plan
[{"type": "8-K", "sequence": "1", "filename": "form8k_111904.txt", "secsgml_size_bytes": 15588}]
{"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": "041158476"}, "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):         November 15, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

RESTRICTED STOCK AWARDS
-----------------------

On November 15, 2004, the Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("RSA")  granting common stock ("Stock") of the Company
under the Company's  2002  Universal  Stock  Incentive Plan (the "2002 USIP") to
certain of the Company's  executive  officers.  Each of the following  executive
officers of the Company received the following number of shares of Stock: Murray
L. Simpson, Executive Vice President and General Counsel: 2,500 shares; James R.
Baio, Senior Vice President and Chief Financial Officer: 4,000 shares;  Jennifer
J. Bolt,  Senior Vice  President and Chief  Information  Officer:  5,000 shares;
Leslie M. Kratter, Senior Vice President and Assistant Secretary:  3,000 shares;
Penelope S.  Alexander,  Vice President,  Human Resources - U.S.:  3,000 shares;
Holly E. Gibson, Vice President, Corporate Communications: 2,000 shares; Barbara
J. Green,  Vice  President,  Deputy General  Counsel and Secretary:  900 shares;
Kenneth A. Lewis, Vice President and Treasurer:  2,500 shares;  Charles R. Sims,
Vice President: 3,500 shares and John M. Lusk, Vice President: 3,500 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive  officers listed above.  Each RSA awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
November 15, 2004,  and shall be fully vested on September 28, 2007,  subject to
possible  acceleration  of vesting upon the  achievement of certain  performance
goals as described  in the vesting  schedule in the Notice of  Restricted  Stock
Award ("Notice of Award"),  and  acceleration or forfeiture under certain events
described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement  and Notice of Award under the 2002 USIP is filed  herewith
as Exhibit 10.1. Each of the foregoing is incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.1:

RESTRICTED STOCK AWARD.

The Company  issues to  participants,  including  the  executive  officers  (the
"Participant")  shares of Stock as set forth in the Notice of Award,  subject to
the rights of and  limitations  on  Participant as owner as set forth in the RSA
Agreement.  All shares of Stock issued are deemed to be issued to Participant as
fully  paid and non  assessable  shares,  and  Participant  has all  rights of a
shareholder,  including the right to vote, to receive dividends (including stock
dividends),  to participate in stock splits or other  recapitalizations,  and to
exchange such shares in a merger, consolidation or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock splits) received with respect to shares of Stock,  which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.
VESTING.  Participant's  interest  in  the  Stock  awarded  becomes  vested  and
nonforfeitable in accordance with the vesting schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a subsidiary of the Company. If Participant ceases to maintain continuous status
as an employee of the Company or any of its  subsidiaries  for any reason  other
than  death or  disability,  all shares of Stock to the extent not yet vested on
the  date  Participant  ceases  to be a  full-time  employee  are  forfeited  by
Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

The Stock granted to the executive  officers  listed above shall vest in full on
September 28, 2007 unless subject to earlier vesting.  An accelerated vesting of
the Stock will occur if either or both of the following  performance  goals (the
"Performance Goals") are achieved:

     One-third  of the number of shares of Stock  granted  pursuant to the award
     (the "First  Vesting  Shares")  shall vest (the "2005 Fiscal Year Operating
     Income Goal") if Operating Income (as defined below) for the fiscal year of
     the Company ending  September 30, 2005 (the "2005 Fiscal Year") is at least
     15% greater than Operating  Income for the fiscal year of the Company ended
     September 30, 2004 (the "2004 Fiscal Year").  This accelerated  vesting, if
     any,  will be  effective  on the  later of  December  15,  2005 or ten (10)
     business days after the release of the annual financial statements included
     in the  Company's  Annual Report on Form 10-K for the 2005 Fiscal Year (the
     "First Vesting Date"). If the 2005 Fiscal Year Operating Income Goal is not
     met by the  First  Vesting  Date,  there  shall be no  acceleration  of the
     vesting of the First Vesting Shares, even if the 2005 Fiscal Year Operating
     Income Goal is later achieved and such Stock shall vest in accordance  with
     their terms on September 28, 2007.

     One-third  of the number of shares of Stock  granted  pursuant to the award
     (the "Second  Vesting  Shares") shall vest (the "2006 Fiscal Year Operating
     Income Goal") if Operating Income for the fiscal year of the Company ending
     September 30, 2006 (the "2006 Fiscal Year") is at least 32.25% greater than
     Operating  Income for the 2004 Fiscal Year. This  accelerated  vesting,  if
     any,  will be  effective  on the  later of  December  15,  2006 or ten (10)
     business days after the release of the annual financial statements included
     in the  Company's  Annual Report on Form 10-K for the 2006 Fiscal Year (the
     "Second  Vesting Date").  If the 2006 Fiscal Year Operating  Income Goal is
     not met by the Second Vesting Date,  there shall be no  acceleration of the
     vesting  of the  Second  Vesting  Shares,  even  if the  2006  Fiscal  Year
     Operating  Income  Goal is later  achieved  and such  Stock  shall  vest in
     accordance with their terms on September 28, 2007.

"Operating Income" with respect to any fiscal year is defined as total operating
revenues  less total  operating  expenses  determined  on a  consolidated  basis
reported in the annual  financial  statements  included in the Company's  Annual
Report on Form 10-K for such fiscal year.
RESTRICTED STOCK UNIT
---------------------

On November 15, 2004,  the  Compensation  Committee  also  approved a restricted
stock  unit  award  to Ms.  Donna  Ikeda,  Vice  President,  Human  Resources  -
International.  Ms. Ikeda received 3,000  Restricted Stock Units ("Units") under
the 2002 USIP.

The Company has entered into a Restricted  Stock Unit Award  Agreement (the "RSU
Agreement") with Ms. Ikeda. Each Unit awarded to Ms. Ikeda shall be fully vested
on September  28,  2007,  subject to possible  acceleration  of vesting upon the
achievement of certain  performance  goals as described in the vesting  schedule
set forth in the Notice of Restricted Stock Unit Award ("Notice of Unit Award"),
and  acceleration  to  forfeiture  under  certain  events  described  in the RSU
Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSU  Agreement  and  Notice  of Unit  Award  under the 2002 USIP is filed
herewith  as Exhibit  10.2.  Each of the  foregoing  is  incorporated  herein by
reference.

The  following  is a summary of the  principal  terms of the RSU  Agreement  and
Notice of Unit Award,  which are  qualified  in their  entirety by  reference to
Exhibit 10.2:

RESTRICTED STOCK UNIT AWARD.  The Company issues to participants,  including Ms.
Ikeda, Units as set forth in the Notice of Unit Award,  subject to the rights of
and limitations on Participant as owner as set forth in the RSU Agreement.

TRANSFER RESTRICTION.  The Units may not be transferred in any manner other than
by  will  or by the  laws  of  descent  and  distribution.  Notwithstanding  the
foregoing,  Participant may designate a beneficiary of the Units in the event of
Participant's  death.  The terms of this  Agreement  shall be  binding  upon the
executors, administrators, heirs, successors and transferees of Participant.

VESTING.  The Units shall become vested in accordance with the vesting  schedule
in the Notice of Unit Award so long as Participant  maintains  continuous status
as an employee of the Company or a subsidiary.

If  Participant  ceases to  maintain  continuous  status as an  employee  of the
Company  or  any of  its  Subsidiaries  for  any  reason  other  than  death  or
disability,  all Units to the  extent  not yet  vested  on the date  Participant
ceases to be a full-time employee shall be forfeited by Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its  Subsidiaries,  the Units  awarded  shall become fully
vested as of the date of death or  termination  of employment on account of such
disability.  Unless changed by the Board,  "disability"  means that  Participant
ceases to be an  employee  on account of  permanent  and total  disability  as a
result of which  Participant  shall be eligible for payments under the Company's
long term disability policy.

The Unit granted to Ms.  Ikeda shall vest in full on  September  28, 2007 unless
subject to earlier  vesting.  An  accelerated  vesting of the Unit will occur if
either or both of the  Performance  Goals  (which are based on the same  vesting
schedule and terms described in connection with the RSA's described above-except
that the term "Stock" will be replaced with "Units") are achieved.
CONVERSION OF UNITS AND ISSUANCE OF SHARES. Upon each vesting date, one share of
Stock  shall be issuable  for each Unit that vests on such date,  subject to the
terms and  provisions of the 2002 USIP and the RSU  Agreement.  Thereafter,  the
Company  will  transfer  such Shares to  Participant  upon  satisfaction  of any
required tax or other  withholding  obligations.  Any fractional  Unit remaining
after the Award is fully vested  shall be  discarded  and shall not be converted
into a fractional share of Stock.

RIGHT TO SHARES.  Participant shall not have any right in, to or with respect to
any of the shares of Stock  (including  any voting rights or rights with respect
to dividends  paid on the Common Stock)  issuable  under the RSU Award until the
RSU Award is settled by the issuance of such shares of Stock to Participant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits:

          EXHIBIT NO.          DESCRIPTION

          10.1                 Form of Restricted Stock Award Agreement and
                               Notice of Restricted Stock Award under the
                               Company's 2002 Universal Stock Incentive Plan

          10.2                 Form of Restricted Stock Unit Award Agreement and
                               Notice of Restricted Stock Unit Award under the
                               Company's 2002 Universal Stock Incentive Plan
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: November 19, 2004             /s/ Barbara J. Green
                                    ----------------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel and
                                    Secretary
EXHIBIT INDEX

          EXHIBIT NO.          DESCRIPTION

          10.1                 Form of Restricted Stock Award Agreement and
                               Notice of Restricted Stock Award under the
                               Company's 2002 Universal Stock Incentive Plan

          10.2                 Form of Restricted Stock Unit Award Agreement and
                               Notice of Restricted Stock Unit Award under the
                               Company's 2002 Universal Stock Incentive Plan