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): February 6, 2004
                                                        (February 4, 2004)


                            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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On February 4, 2004, the Securities Division of the Office of the Secretary
of the Commonwealth of Massachusetts  filed an administrative  complaint against
Franklin  Resources,  Inc.  and  certain of its  subsidiaries  (the  "Company"),
alleging a violation of the Massachusetts  Uniform Securities Act. The complaint
arises from  activity  that  occurred in 2001 during  which time an officer of a
Company  subsidiary was  negotiating  an agreement with an investor  relating to
investments in a mutual fund and a hedge fund.

     The  Company  believes  that the mutual  fund  investment  at issue did not
violate the fund's prospectus, and the Company is confident that no investors in
the mutual  fund were  harmed by the  investment.  A  communication  was sent on
behalf of this officer to the investor, that provided,  among other things, that
the investor would receive different terms than normal with respect to the hedge
fund  investment.  This variance of the terms of the hedge fund  investment  was
unauthorized  and was rejected by  management  of the Company.  This is the same
officer  who, as the Company  disclosed  in  December  2003,  had been placed on
administrative leave and has subsequently left the Company.

     In addition,  as part of ongoing  investigations by the U.S. Securities and
Exchange  Commission (the "SEC"), the U.S. Attorney for the Northern District of
California,  the New York Attorney General, the California Attorney General, the
U.S.  Attorney for the District of Massachusetts  and the Florida  Department of
Financial  Services,  relating to certain practices in the mutual fund industry,
including late trading, market timing and sales compensation  arrangements,  the
Company and its  subsidiaries,  as well as certain current or former  executives
and employees of the Company,  have  received  requests for  information  and/or
subpoenas to testify or produce documents. The Company and its current employees
are  providing  documents  and  information  in response to these  requests  and
subpoenas.  In addition, the Company has responded to requests for similar kinds
of information  from  regulatory  authorities  in some of the foreign  countries
where the Company conducts its global asset management business.

     The Staff of the SEC has  informed the Company that it intends to recommend
to the  Commission  that it will authorize an action against a subsidiary of the
Company and two senior officers relating to the frequent trading issues that are
the subject of the SEC's investigation.  These issues were previously referenced
as being under  review by the Company in its Annual  Report on Form 10-K and its
public website. The Company currently is in discussions with the SEC Staff in an
effort to resolve the issues raised in their investigation. Such discussions are
preliminary  and the Company  cannot  predict the  likelihood  of whether  those
discussions  will  result  in a  settlement  and,  if  so,  the  terms  of  such
settlement.

     The Company  cannot  predict with  certainty  the  eventual  outcome of the
foregoing   Massachusetts   administrative   proceeding  or  other  governmental
investigations,  nor whether they will have a material negative financial impact
on the  Company.  However,  public  trust and  confidence  are  critical  to the
Company's  business and any material loss of investor  and/or client  confidence
could result in a significant decline in assets under management by the Company,
which would have an adverse effect on future financial results.

<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: February 6, 2004        /s/ Martin L. Flanagan
                              ----------------------------
                              Martin L. Flanagan
                              President and Co-Chief Executive Officer
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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): February 6, 2004
                                                        (February 4, 2004)

                            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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On February 4, 2004, the Securities Division of the Office of the Secretary
of the Commonwealth of Massachusetts  filed an administrative  complaint against
Franklin  Resources,  Inc.  and  certain of its  subsidiaries  (the  "Company"),
alleging a violation of the Massachusetts  Uniform Securities Act. The complaint
arises from  activity  that  occurred in 2001 during  which time an officer of a
Company  subsidiary was  negotiating  an agreement with an investor  relating to
investments in a mutual fund and a hedge fund.

     The  Company  believes  that the mutual  fund  investment  at issue did not
violate the fund's prospectus, and the Company is confident that no investors in
the mutual  fund were  harmed by the  investment.  A  communication  was sent on
behalf of this officer to the investor, that provided,  among other things, that
the investor would receive different terms than normal with respect to the hedge
fund  investment.  This variance of the terms of the hedge fund  investment  was
unauthorized  and was rejected by  management  of the Company.  This is the same
officer  who, as the Company  disclosed  in  December  2003,  had been placed on
administrative leave and has subsequently left the Company.

     In addition,  as part of ongoing  investigations by the U.S. Securities and
Exchange  Commission (the "SEC"), the U.S. Attorney for the Northern District of
California,  the New York Attorney General, the California Attorney General, the
U.S.  Attorney for the District of Massachusetts  and the Florida  Department of
Financial  Services,  relating to certain practices in the mutual fund industry,
including late trading, market timing and sales compensation  arrangements,  the
Company and its  subsidiaries,  as well as certain current or former  executives
and employees of the Company,  have  received  requests for  information  and/or
subpoenas to testify or produce documents. The Company and its current employees
are  providing  documents  and  information  in response to these  requests  and
subpoenas.  In addition, the Company has responded to requests for similar kinds
of information  from  regulatory  authorities  in some of the foreign  countries
where the Company conducts its global asset management business.

     The Staff of the SEC has  informed the Company that it intends to recommend
to the  Commission  that it will authorize an action against a subsidiary of the
Company and two senior officers relating to the frequent trading issues that are
the subject of the SEC's investigation.  These issues were previously referenced
as being under  review by the Company in its Annual  Report on Form 10-K and its
public website. The Company currently is in discussions with the SEC Staff in an
effort to resolve the issues raised in their investigation. Such discussions are
preliminary  and the Company  cannot  predict the  likelihood  of whether  those
discussions  will  result  in a  settlement  and,  if  so,  the  terms  of  such
settlement.

     The Company  cannot  predict with  certainty  the  eventual  outcome of the
foregoing   Massachusetts   administrative   proceeding  or  other  governmental
investigations,  nor whether they will have a material negative financial impact
on the  Company.  However,  public  trust and  confidence  are  critical  to the
Company's  business and any material loss of investor  and/or client  confidence
could result in a significant decline in assets under management by the Company,
which would have an adverse effect on future financial results.
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: February 6, 2004        /s/ Martin L. Flanagan
                              ----------------------------
                              Martin L. Flanagan
                              President and Co-Chief Executive Officer