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 21 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 December 15, 2004, the Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("Award")  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: Gregory E. Johnson: 15,625 shares; and Martin L. Flanagan: 15,625 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive officers listed above. Each Award awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
December 15, 2004, and shall vest upon the  achievement  of certain  performance
goals as described  in the vesting  schedule in the Notice of  Restricted  Stock
Award ("Notice of Award"),  and is subject to 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.

Subject to the  Participant's  continued  employment  with the Company and other
limitations  set forth in the Notice of Award,  the RSA  Agreement  and the 2002
USIP,  the Stock  granted to the executive  officers  listed above shall vest in
accordance with the following schedule:

ONE-THIRD VESTING
-----------------

5,209 Shares granted under the Award (the  "First-Third  Vesting  Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the fiscal year ending on September  30, 2007 (the "2007 Fiscal Year") in
which pre-tax operating income for such fiscal year is at least 15% greater than
pre-tax  operating  income for the fiscal year of the Company ended on September
30, 2004 (the "2004 Fiscal Year").

TWO-THIRDS VESTING
------------------

5,208 Shares granted under the Award (the  "Second-Third  Vesting Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the 2007 Fiscal Year in which  pre-tax  operating  income for such fiscal
year is at least  32.25%  greater  than  pre-tax  operating  income for the 2004
Fiscal Year. In the event the  First-Third  Vesting  Shares have not  previously
vested,  then a total of 10,417 Shares  (consisting of the  First-Third  Vesting
Shares and the Second-Third Vesting Shares) shall vest with respect to the first
fiscal  year of the  Company  that  occurs on or before the 2007  Fiscal Year in
which pre-tax  operating  income for such fiscal year is at least 32.25% greater
than pre-tax operating income for the 2004 Fiscal Year.

100% VESTING
------------
The remaining  5,208 shares  granted under the Award (the  "Final-Third  Vesting
Shares") plus the First-Third Vesting Shares and the Second-Third Vesting Shares
(if not  already  vested)  shall vest upon the first  fiscal year of the Company
that occurs on or before the 2007 Fiscal Year in which pre-tax  operating income
for such fiscal year is at least 52.09%  greater than pre-tax  operating  income
for the 2004 Fiscal Year.

<PAGE>

FORFEITURE
----------

If by the 2007 Fiscal Year, pre-tax operating income for any fiscal year between
the 2004  Fiscal Year and the 2007 Fiscal Year has not been at least 15% greater
than  pre-tax  operating  income  for the 2004  Fiscal  Year,  all of the Shares
granted  under the Award shall be forfeited  back to the Company and none of the
Shares shall vest. If by the 2007 Fiscal Year,  pre-tax operating income for any
fiscal  year  between  the 2004  Fiscal  Year and the 2007  Fiscal Year has been
greater than 15% but has not been at least 32.25% greater than pre-tax operating
income for the 2004 Fiscal Year,  then the  Second-Third  Vesting Shares and the
Final Third  Vesting  Shares shall be forfeited  back to the Company.  If by the
2007 Fiscal Year,  pre-tax  operating  income for any fiscal year of the Company
between the 2004  Fiscal  Year and the 2007  Fiscal Year is not at least  52.09%
greater than pre-tax  operating income for the 2004 Fiscal Year, the Final-Third
Vesting Shares shall be forfeited back to the Company.

TIME OF VESTING/FORFEITURE
--------------------------

The vesting,  if any, of the Shares  granted  under the Award as a result of the
achievement of the foregoing performance criteria will be effective on the later
of (i) the  December 15 that follows the end of the fiscal year during which the
performance goal is achieved or (ii) ten (10) business days after the release of
the annual financial  statements included in the Company's Annual Report on Form
10-K for such fiscal year.  The  forfeiture of all or any of the Shares  granted
pursuant  to this Award as a result of the  failure to achieve any or all of the
foregoing  performance  criteria  will be  effective on December 15, 2007 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 2007 Fiscal Year.

DEFINITION OF PRE-TAX OPERATING INCOME
--------------------------------------

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


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




<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 21, 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
[{"type": "8-K", "sequence": "1", "filename": "form8k_122104.txt", "secsgml_size_bytes": 11853}]
{"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": "041218157"}, "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 21 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 December 15, 2004, the Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("Award")  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: Gregory E. Johnson: 15,625 shares; and Martin L. Flanagan: 15,625 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive officers listed above. Each Award awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
December 15, 2004, and shall vest upon the  achievement  of certain  performance
goals as described  in the vesting  schedule in the Notice of  Restricted  Stock
Award ("Notice of Award"),  and is subject to 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.

Subject to the  Participant's  continued  employment  with the Company and other
limitations  set forth in the Notice of Award,  the RSA  Agreement  and the 2002
USIP,  the Stock  granted to the executive  officers  listed above shall vest in
accordance with the following schedule:

ONE-THIRD VESTING
-----------------

5,209 Shares granted under the Award (the  "First-Third  Vesting  Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the fiscal year ending on September  30, 2007 (the "2007 Fiscal Year") in
which pre-tax operating income for such fiscal year is at least 15% greater than
pre-tax  operating  income for the fiscal year of the Company ended on September
30, 2004 (the "2004 Fiscal Year").

TWO-THIRDS VESTING
------------------

5,208 Shares granted under the Award (the  "Second-Third  Vesting Shares") shall
vest with  respect to the first  fiscal  year of the  Company  that occurs on or
before the 2007 Fiscal Year in which  pre-tax  operating  income for such fiscal
year is at least  32.25%  greater  than  pre-tax  operating  income for the 2004
Fiscal Year. In the event the  First-Third  Vesting  Shares have not  previously
vested,  then a total of 10,417 Shares  (consisting of the  First-Third  Vesting
Shares and the Second-Third Vesting Shares) shall vest with respect to the first
fiscal  year of the  Company  that  occurs on or before the 2007  Fiscal Year in
which pre-tax  operating  income for such fiscal year is at least 32.25% greater
than pre-tax operating income for the 2004 Fiscal Year.

100% VESTING
------------
The remaining  5,208 shares  granted under the Award (the  "Final-Third  Vesting
Shares") plus the First-Third Vesting Shares and the Second-Third Vesting Shares
(if not  already  vested)  shall vest upon the first  fiscal year of the Company
that occurs on or before the 2007 Fiscal Year in which pre-tax  operating income
for such fiscal year is at least 52.09%  greater than pre-tax  operating  income
for the 2004 Fiscal Year.
FORFEITURE
----------

If by the 2007 Fiscal Year, pre-tax operating income for any fiscal year between
the 2004  Fiscal Year and the 2007 Fiscal Year has not been at least 15% greater
than  pre-tax  operating  income  for the 2004  Fiscal  Year,  all of the Shares
granted  under the Award shall be forfeited  back to the Company and none of the
Shares shall vest. If by the 2007 Fiscal Year,  pre-tax operating income for any
fiscal  year  between  the 2004  Fiscal  Year and the 2007  Fiscal Year has been
greater than 15% but has not been at least 32.25% greater than pre-tax operating
income for the 2004 Fiscal Year,  then the  Second-Third  Vesting Shares and the
Final Third  Vesting  Shares shall be forfeited  back to the Company.  If by the
2007 Fiscal Year,  pre-tax  operating  income for any fiscal year of the Company
between the 2004  Fiscal  Year and the 2007  Fiscal Year is not at least  52.09%
greater than pre-tax  operating income for the 2004 Fiscal Year, the Final-Third
Vesting Shares shall be forfeited back to the Company.

TIME OF VESTING/FORFEITURE
--------------------------

The vesting,  if any, of the Shares  granted  under the Award as a result of the
achievement of the foregoing performance criteria will be effective on the later
of (i) the  December 15 that follows the end of the fiscal year during which the
performance goal is achieved or (ii) ten (10) business days after the release of
the annual financial  statements included in the Company's Annual Report on Form
10-K for such fiscal year.  The  forfeiture of all or any of the Shares  granted
pursuant  to this Award as a result of the  failure to achieve any or all of the
foregoing  performance  criteria  will be  effective on December 15, 2007 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 2007 Fiscal Year.

DEFINITION OF PRE-TAX OPERATING INCOME
--------------------------------------

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

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
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 21, 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