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): March 3, 2005



                            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

                                 Not Applicable
                 ----------------------------------------------
          (Former name or former address, if changed since last report)

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 8.01   OTHER EVENTS.

On March 3, 2005,  Franklin  Templeton  Investments Corp.  ("FTIC - Canada"),  a
Canadian,  indirect,  wholly-owned  investment management subsidiary of Franklin
Resources,  Inc.,  issued a press release  announcing  the settlement of certain
matters with the Ontario Securities Commission.  A copy of that press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In  settlement,  FTIC - Canada will pay the US$  equivalent  (including  related
distribution costs)  approximating $42.0 million ($26.5 million,  net of taxes).
This amount will be included as a charge to income in the  consolidated  results
of Franklin Resources, Inc.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

            (c)   Exhibits.

            EXHIBIT NO.    DESCRIPTION
            -----------    -----------

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.




<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.


Date: March 3, 2005                 /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary


<PAGE>




                                  EXHIBIT INDEX

            EXHIBIT NO.    DESCRIPTION
            -----------    -----------

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.
[{"type": "8-K", "sequence": "1", "filename": "form8k_030305.txt", "secsgml_size_bytes": 3885}]
{"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": "05657595"}, "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): March 3, 2005

                            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

                                 Not Applicable
                 ----------------------------------------------
          (Former name or former address, if changed since last report)

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 8.01   OTHER EVENTS.

On March 3, 2005,  Franklin  Templeton  Investments Corp.  ("FTIC - Canada"),  a
Canadian,  indirect,  wholly-owned  investment management subsidiary of Franklin
Resources,  Inc.,  issued a press release  announcing  the settlement of certain
matters with the Ontario Securities Commission.  A copy of that press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In  settlement,  FTIC - Canada will pay the US$  equivalent  (including  related
distribution costs)  approximating $42.0 million ($26.5 million,  net of taxes).
This amount will be included as a charge to income in the  consolidated  results
of Franklin Resources, Inc.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

            (c)   Exhibits.

            EXHIBIT NO.    DESCRIPTION
            -----------    -----------

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.
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.

Date: March 3, 2005                 /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary
EXHIBIT INDEX

            EXHIBIT NO.    DESCRIPTION
            -----------    -----------

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.