As filed with the Securities and Exchange Commission on October __, 2002
                                                Registration No. 333-___________
 ===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
      DELAWARE                                                13-2670991
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                     ---------------------------------------
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000

               Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
                              (Full Title of Plans)
                     ---------------------------------------
                             LESLIE M. KRATTER, ESQ.
                       SENIOR VICE PRESIDENT AND SECRETARY
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000

                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)
                     ---------------------------------------
                                    Copy to:

                             JEFFREY E. TABAK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
                     ---------------------------------------


                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities to be   Amount to be    Proposed     Proposed    Amount of
Registered                   Registered     Maximum       Maximum   Registration
                                 (1)        Offering     Aggregate    Fee (1)
                                           Price Per     Offering
                                             Share         Price
--------------------------------------------------------------------------------
Plan Interests in the       Indeterminate     N/A           N/A         N/A
Franklin Resources 1998
Employee Stock Investment
Plan
================================================================================

(1) This Registration Statement covers an indeterminate amount of plan interests
which may be offered or sold  pursuant  to the  Franklin  Resources,  Inc.  1998
Employee Stock Investment Plan.  Pursuant to the Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations, July 1997 Interpretation
G68,  there is no fee required where an  indeterminate  number of plan interests
are being registered.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  documents  listed  below are  incorporated  by  reference in this
          registration statement:

          (a)(1)  The  Annual  Report on Form  10-K for the  fiscal  year  ended
          September 30, 2001, filed by Franklin Resources,  Inc. (the "Company")
          with the Securities and Exchange Commission (the "Commission") and (2)
          the Franklin  Resources,  Inc. 1998 Employee Stock  Investment  Plan's
          (the  "Plan"),  Annual Report on Form 11-K for the year ended July 31,
          2002; and

          (b)(1)  The  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          December  31,  2001,  March 31,  2002 and June 30,  2002  filed by the
          Company  and (2) the  Current  Reports on Form 8-K filed  October  25,
          2001, January 24, 2002, April 26, 2002, July 25, 2002, August 13, 2002
          and October 24, 2002.

          All  documents subsequently  filed by the Company  with the Commission
pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act (other than
current reports  furnished  under Item 9 of Form 8-K),  prior to the filing of a
post-effective  amendment to this Registration Statement which indicate that all
securities  covered  by this  Registration  Statement  have  been  sold or which
deregister all of the securities  then  remaining  unsold,  will be deemed to be
incorporated  by reference in this  Registration  Statement  and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference in this
document  will be deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained in this document
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated  by  reference  in  this  document   modifies  or  supersedes  such
statement.  Any such  statement  so modified or  superseded  will not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware  General Corporation Law ("DGCL") provides
that a corporation may indemnify a director,  officer,  employee or agent made a
party to an  action  by  reason  of the fact  that he was a  director,  officer,
employee  or agent of the  corporation  or was  serving  at the  request  of the
corporation,  against  liabilities,  costs and expenses  actually and reasonably
incurred by him in his  capacity as a director or officer or arising out of such
action,  if he acted in good faith and in a manner he reasonably  believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.  No  indemnification  may be  provided  where the  director,  officer,
employee or agent has been adjudged by a court, after exhaustion of all appeals,
to be liable to the  corporation,  unless a court  determines that the person is
entitled to such indemnity.

          Section 102(b)(7) of  the  DGCL  permits  a corporation to relieve its
directors from personal liability for monetary damages to the corporation or its
stockholders  for breaches of their fiduciary

<PAGE>

duty as directors  except for (i) a breach of the duty of loyalty,  (ii) failure
to act in good faith, (iii) intentional  misconduct or knowing violation of law,
(iv) willful or negligent violations of certain provisions of the DGCL (Sections
174, 160 and 173) imposing certain requirements with respect to stock purchases,
redemptions and dividends or (v) any transaction from which the director derived
an improper personal benefit.

          The above provisions of the DGCL are non-exclusive.

          In   addition  to   the  above  described  provisions,  the  Company's
certificate of incorporation  relieves its directors from personal liability for
a breach of  fiduciary  duty as a director as set forth in Section  102(b)(7) of
the DGCL.

          The Company's  by-laws provide that directors, officers, employees and
agents  who have  been  successful  on the  merits  or  otherwise  in a civil or
criminal  action  referred  to in Section  145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

          It  is the  Company's policy  to enter into indemnification agreements
("Indemnification  Agreements")  with  its  directors,  some  of whom  are  also
executive  officers  ("Indemnified  Persons").  The  Indemnification  Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt  advancing of attorneys'  fees and all other costs,  expenses and
obligations  paid or incurred by the  Indemnified  Person in  connection  with a
Claim.

          A  "Claim" consists of  participation in any  threatened,  pending  or
completed action, or any inquiry or investigation that the Indemnified Person in
good faith believes might lead to the  institution of any such action,  and must
be  related  to the  fact  that the  Indemnified  Person  is or was a  director,
officer, employee, agent or fiduciary of the Company or is or was serving at the
request of the Company in such a capacity for another entity.

          Additionally,  the  Indemnification  Agreements  provide  that  if the
Company pays an Indemnified Person pursuant to the  Indemnification  Agreements,
the Company will be subrogated  to the  Indemnified  Person's  rights to recover
from third parties.

          However, the  Indemnification Agreements prohibit such indemnification
(i) in connection with any Claim initiated by the Indemnified Person against the
Company or any director or officer of the Company  unless the Company has joined
in or  consented  to the Claim or (ii) if the Board of Directors or other person
or body appointed by the Board of Directors determines that such indemnification
is not permitted under applicable law. In the event of such  determination,  the
Indemnified  Person  agrees to  reimburse  the Company for all amounts  that the
Company   has   advanced   to  the   Indemnified   Person  in  respect  of  such
indemnification.

          The Indemnification Agreements also provide that if there is a  change
in control of the  Company,  the Company  will seek legal  advice from  special,
independent  counsel  selected  by the  Indemnified  Person and  approved by the
Company  with respect to matters  thereafter  arising  concerning  rights of the
Indemnified  Person  under  the  Agreement.  Additionally,  the  Indemnification
Agreements  provide that if there is a potential change in control,  the Company
will, upon written request of the  Indemnified  Person,  fund a trust to satisfy
expenses  reasonably  anticipated  to be  incurred  in  connection  with a Claim
relating to an indemnifiable  event.  The Company is not currently,  nor does it
expect to be, subject to a change in control.

          The  Company  has  purchased  an  insurance  policy  indemnifying  its
officers  and  directors  and the officers  and  directors  of its  subsidiaries
against claims and liabilities (with stated exceptions) to which they may become
subject by reason of their positions with the Company as directors and officers.

<PAGE>

          The Commission has taken the position that although indemnification by
a registrant for liabilities arising under the Securities Act may be provided as
described above,  such  indemnification  is unenforceable  because it is against
public  policy as expressed in the  Securities  Act.  Therefore,  if a director,
officer or  controlling  person  asserts such a claim for  indemnification,  the
Company will,  unless in the opinion of counsel for the Company the question has
previously been decided by controlling legal precedent, ask a court of competent
jurisdiction to determine whether such indemnification by it is unenforceable as
being against public policy as expressed in the Securities Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

Item 8.   EXHIBITS.

Exhibit No.         Exhibit Description
----------          -------------------

4.1                 Certificate  of  Incorporation, as  filed  November 28, 1969
                    (incorporated   by  reference  to  Exhibit   (3)(i)  to  the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1994).

4.2                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  March  1,  1985  (incorporated  by
                    reference  to  Exhibit  (3)(ii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.3                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  April  1,  1987  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.4                 Certificate   of    Amendment  of   the   Certificate   of
                    Incorporation,  as filed February 2, 1994  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.5                 Amended and Restated By-laws adopted on June 27, 2002.

4.6                 Franklin Resources, Inc. 1998 Employee Stock Investment Plan
                    approved on October 10, 2002.

5.1                 Opinion of Weil,  Gotshal & Manges LLP as to the legality of
                    the Plan Interests being registered

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Weil,  Gotshal & Manges LLP  (included in Exhibit
                    5.1 hereto).

24.1                Power of Attorney (included on signature page).

Item 9.   UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes:

              (1) To file, during any period  in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement; and

              (2) to  remove  from  registration  by  means of  a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering; and

              (3) that, for  the  purpose of determining any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)  The undersigned  registrant  hereby  undertakes  that insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Mateo, State of California,  on this 28th day of
October, 2002.

                                    FRANKLIN RESOURCES, INC.


                                   By:    /s/ Charles B. Johnson
                                          ______________________
                                          Charles B. Johnson, Chairman, Chief
                                          Executive Officer and Member - Office
                                          of the Chairman


          KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  of  the  undersigned
constitutes  and appoints each of Martin L.  Flanagan,  and Leslie M. Kratter or
any of them, each acting alone, his true and lawful  attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
or her  name,  place  and  stead,  in any  and  all  capacities,  to  sign  this
Registration   Statement  on  Form  S-8   (including   all   pre-effective   and
post-effective amendments), and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming  that any such  attorney-in-fact  and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed by the following  persons on October 28,
2002 in the capacities indicated.



Date:   October 28, 2002    By:    /s/ Charles B. Johnson
                                   ________________________
                                   Charles B. Johnson, Chairman, Chief Executive
                                   Officer, Member - Office of the Chairman, and
                                   Director


Date:   October 28, 2002    By:    /s/ Harmon E. Burns
                                   ________________________
                                   Harmon E. Burns, Vice Chairman, Member -
                                   Office of the Chairman, and Director


Date:   October 28, 2002    By:    /s/ Anne M. Tatlock
                                   ________________________
                                   Anne M. Tatlock, Vice Chairman, Member -
                                   Office of the Chairman, and Director


Date:   October 28, 2002    By:    /s/ Martin L. Flanagan
                                   ________________________
                                   Martin L. Flanagan, President, Member -
                                   Office of the President, and Chief Financial
                                   Officer


Date:   October 28, 2002    By:    /s/ Gregory E. Johnson
                                   ________________________
                                   Gregory E. Johnson, President, and Member -
                                   Office of the President

<PAGE>

Date:   October 28, 2002    By:    /s/ Rupert H. Johnson, Jr.
                                   __________________________
                                   Rupert H. Johnson, Jr., Vice Chairman,
                                   Member - Office of the Chairman, and Director


Date:   October 28, 2002    By:    /s/ Harry O. Kline
                                   __________________________
                                   Harry O. Kline, Director


Date:   October 28, 2002    By:    /s/ James A. McCarthy
                                   __________________________
                                   James A. McCarthy, Director


Date:   October 28, 2002    By:    /s/ Peter M. Sacerdote
                                   __________________________
                                   Peter M. Sacerdote, Director


Date:   October 28, 2002    By:    /s/ Kenneth A. Lewis
                                   __________________________
                                   Kenneth A. Lewis, Vice President - Finance,
                                   Chief Accounting Officer,
                                   and Treasurer


Date:   October 28, 2002    By:    /s/ Louis E. Woodworth
                                   __________________________
                                   Louis E. Woodworth, Director



        Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the Franklin Resources, Inc. 1998 Employee Stock Investment
Plan has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Mateo, State of
California, on this 28th day of October, 2002.


                                   1998 EMPLOYEE STOCK INVESTMENT PLAN


                                   By:  /s/ Leslie M. Kratter
                                        __________________________
                                        Name: Leslie M. Kratter
                                        Title: Authorized Representative of the
                                               Plan Administrator


<PAGE>



Exhibit No.         Exhibit Description
----------          -------------------

4.1                 Certificate  of  Incorporation, as  filed  November 28, 1969
                    (incorporated   by  reference  to  Exhibit   (3)(i)  to  the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1994).

4.2                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  March  1,  1985  (incorporated  by
                    reference  to  Exhibit  (3)(ii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.3                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  April  1,  1987  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.4                 Certificate   of    Amendment  of   the   Certificate   of
                    Incorporation,  as filed February 2, 1994  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.5                 Amended and Restated By-laws adopted on June 27, 2002.

4.6                 Franklin Resources, Inc. 1998 Employee Stock Investment Plan
                    approved on October 10, 2002.

5.1                 Opinion of Weil,  Gotshal & Manges LLP as to the legality of
                    the Plan Interests being registered

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Weil,  Gotshal & Manges LLP  (included in Exhibit
                    5.1 hereto).

24.1                Power of Attorney (included on signature page).
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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": "S-8", "act": "33", "file-number": "333-100801", "film-number": "02800588"}, "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"}}
As filed with the Securities and Exchange Commission on October __, 2002
                                                Registration No. 333-___________
 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
      DELAWARE                                                13-2670991
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                     ---------------------------------------
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000

               Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
                              (Full Title of Plans)
                     ---------------------------------------
                             LESLIE M. KRATTER, ESQ.
                       SENIOR VICE PRESIDENT AND SECRETARY
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000

                     (Name and address, including zip code,
        and telephone number, including area code, of agent for service)
                     ---------------------------------------
                                    Copy to:

                             JEFFREY E. TABAK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
                     ---------------------------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities to be   Amount to be    Proposed     Proposed    Amount of
Registered                   Registered     Maximum       Maximum   Registration
                                 (1)        Offering     Aggregate    Fee (1)
                                           Price Per     Offering
                                             Share         Price
--------------------------------------------------------------------------------
Plan Interests in the       Indeterminate     N/A           N/A         N/A
Franklin Resources 1998
Employee Stock Investment
Plan
================================================================================

(1) This Registration Statement covers an indeterminate amount of plan interests
which may be offered or sold  pursuant  to the  Franklin  Resources,  Inc.  1998
Employee Stock Investment Plan.  Pursuant to the Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations, July 1997 Interpretation
G68,  there is no fee required where an  indeterminate  number of plan interests
are being registered.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The  documents  listed  below are  incorporated  by  reference in this
          registration statement:

          (a)(1)  The  Annual  Report on Form  10-K for the  fiscal  year  ended
          September 30, 2001, filed by Franklin Resources,  Inc. (the "Company")
          with the Securities and Exchange Commission (the "Commission") and (2)
          the Franklin  Resources,  Inc. 1998 Employee Stock  Investment  Plan's
          (the  "Plan"),  Annual Report on Form 11-K for the year ended July 31,
          2002; and

          (b)(1)  The  Quarterly  Reports  on Form 10-Q for the  quarters  ended
          December  31,  2001,  March 31,  2002 and June 30,  2002  filed by the
          Company  and (2) the  Current  Reports on Form 8-K filed  October  25,
          2001, January 24, 2002, April 26, 2002, July 25, 2002, August 13, 2002
          and October 24, 2002.

          All  documents subsequently  filed by the Company  with the Commission
pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act (other than
current reports  furnished  under Item 9 of Form 8-K),  prior to the filing of a
post-effective  amendment to this Registration Statement which indicate that all
securities  covered  by this  Registration  Statement  have  been  sold or which
deregister all of the securities  then  remaining  unsold,  will be deemed to be
incorporated  by reference in this  Registration  Statement  and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference in this
document  will be deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained in this document
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated  by  reference  in  this  document   modifies  or  supersedes  such
statement.  Any such  statement  so modified or  superseded  will not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware  General Corporation Law ("DGCL") provides
that a corporation may indemnify a director,  officer,  employee or agent made a
party to an  action  by  reason  of the fact  that he was a  director,  officer,
employee  or agent of the  corporation  or was  serving  at the  request  of the
corporation,  against  liabilities,  costs and expenses  actually and reasonably
incurred by him in his  capacity as a director or officer or arising out of such
action,  if he acted in good faith and in a manner he reasonably  believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.  No  indemnification  may be  provided  where the  director,  officer,
employee or agent has been adjudged by a court, after exhaustion of all appeals,
to be liable to the  corporation,  unless a court  determines that the person is
entitled to such indemnity.

          Section 102(b)(7) of  the  DGCL  permits  a corporation to relieve its
directors from personal liability for monetary damages to the corporation or its
stockholders  for breaches of their fiduciary
duty as directors  except for (i) a breach of the duty of loyalty,  (ii) failure
to act in good faith, (iii) intentional  misconduct or knowing violation of law,
(iv) willful or negligent violations of certain provisions of the DGCL (Sections
174, 160 and 173) imposing certain requirements with respect to stock purchases,
redemptions and dividends or (v) any transaction from which the director derived
an improper personal benefit.

          The above provisions of the DGCL are non-exclusive.

          In   addition  to   the  above  described  provisions,  the  Company's
certificate of incorporation  relieves its directors from personal liability for
a breach of  fiduciary  duty as a director as set forth in Section  102(b)(7) of
the DGCL.

          The Company's  by-laws provide that directors, officers, employees and
agents  who have  been  successful  on the  merits  or  otherwise  in a civil or
criminal  action  referred  to in Section  145(a) or 145(b) of the DGCL shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred in connection therewith.

          It  is the  Company's policy  to enter into indemnification agreements
("Indemnification  Agreements")  with  its  directors,  some  of whom  are  also
executive  officers  ("Indemnified  Persons").  The  Indemnification  Agreements
provide for the prompt indemnification "to the fullest extent permitted by law,"
and the prompt  advancing of attorneys'  fees and all other costs,  expenses and
obligations  paid or incurred by the  Indemnified  Person in  connection  with a
Claim.

          A  "Claim" consists of  participation in any  threatened,  pending  or
completed action, or any inquiry or investigation that the Indemnified Person in
good faith believes might lead to the  institution of any such action,  and must
be  related  to the  fact  that the  Indemnified  Person  is or was a  director,
officer, employee, agent or fiduciary of the Company or is or was serving at the
request of the Company in such a capacity for another entity.

          Additionally,  the  Indemnification  Agreements  provide  that  if the
Company pays an Indemnified Person pursuant to the  Indemnification  Agreements,
the Company will be subrogated  to the  Indemnified  Person's  rights to recover
from third parties.

          However, the  Indemnification Agreements prohibit such indemnification
(i) in connection with any Claim initiated by the Indemnified Person against the
Company or any director or officer of the Company  unless the Company has joined
in or  consented  to the Claim or (ii) if the Board of Directors or other person
or body appointed by the Board of Directors determines that such indemnification
is not permitted under applicable law. In the event of such  determination,  the
Indemnified  Person  agrees to  reimburse  the Company for all amounts  that the
Company   has   advanced   to  the   Indemnified   Person  in  respect  of  such
indemnification.

          The Indemnification Agreements also provide that if there is a  change
in control of the  Company,  the Company  will seek legal  advice from  special,
independent  counsel  selected  by the  Indemnified  Person and  approved by the
Company  with respect to matters  thereafter  arising  concerning  rights of the
Indemnified  Person  under  the  Agreement.  Additionally,  the  Indemnification
Agreements  provide that if there is a potential change in control,  the Company
will, upon written request of the  Indemnified  Person,  fund a trust to satisfy
expenses  reasonably  anticipated  to be  incurred  in  connection  with a Claim
relating to an indemnifiable  event.  The Company is not currently,  nor does it
expect to be, subject to a change in control.

          The  Company  has  purchased  an  insurance  policy  indemnifying  its
officers  and  directors  and the officers  and  directors  of its  subsidiaries
against claims and liabilities (with stated exceptions) to which they may become
subject by reason of their positions with the Company as directors and officers.
The Commission has taken the position that although indemnification by
a registrant for liabilities arising under the Securities Act may be provided as
described above,  such  indemnification  is unenforceable  because it is against
public  policy as expressed in the  Securities  Act.  Therefore,  if a director,
officer or  controlling  person  asserts such a claim for  indemnification,  the
Company will,  unless in the opinion of counsel for the Company the question has
previously been decided by controlling legal precedent, ask a court of competent
jurisdiction to determine whether such indemnification by it is unenforceable as
being against public policy as expressed in the Securities Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

Item 8.   EXHIBITS.

Exhibit No.         Exhibit Description
----------          -------------------

4.1                 Certificate  of  Incorporation, as  filed  November 28, 1969
                    (incorporated   by  reference  to  Exhibit   (3)(i)  to  the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1994).

4.2                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  March  1,  1985  (incorporated  by
                    reference  to  Exhibit  (3)(ii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.3                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  April  1,  1987  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.4                 Certificate   of    Amendment  of   the   Certificate   of
                    Incorporation,  as filed February 2, 1994  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.5                 Amended and Restated By-laws adopted on June 27, 2002.

4.6                 Franklin Resources, Inc. 1998 Employee Stock Investment Plan
                    approved on October 10, 2002.

5.1                 Opinion of Weil,  Gotshal & Manges LLP as to the legality of
                    the Plan Interests being registered

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Weil,  Gotshal & Manges LLP  (included in Exhibit
                    5.1 hereto).

24.1                Power of Attorney (included on signature page).

Item 9.   UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes:

              (1) To file, during any period  in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement; and

              (2) to  remove  from  registration  by  means of  a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering; and

              (3) that, for  the  purpose of determining any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)  The undersigned  registrant  hereby  undertakes  that insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Mateo, State of California,  on this 28th day of
October, 2002.

                                    FRANKLIN RESOURCES, INC.

                                   By:    /s/ Charles B. Johnson
                                          ______________________
                                          Charles B. Johnson, Chairman, Chief
                                          Executive Officer and Member - Office
                                          of the Chairman

          KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  of  the  undersigned
constitutes  and appoints each of Martin L.  Flanagan,  and Leslie M. Kratter or
any of them, each acting alone, his true and lawful  attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
or her  name,  place  and  stead,  in any  and  all  capacities,  to  sign  this
Registration   Statement  on  Form  S-8   (including   all   pre-effective   and
post-effective amendments), and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming  that any such  attorney-in-fact  and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed by the following  persons on October 28,
2002 in the capacities indicated.

Date:   October 28, 2002    By:    /s/ Charles B. Johnson
                                   ________________________
                                   Charles B. Johnson, Chairman, Chief Executive
                                   Officer, Member - Office of the Chairman, and
                                   Director

Date:   October 28, 2002    By:    /s/ Harmon E. Burns
                                   ________________________
                                   Harmon E. Burns, Vice Chairman, Member -
                                   Office of the Chairman, and Director

Date:   October 28, 2002    By:    /s/ Anne M. Tatlock
                                   ________________________
                                   Anne M. Tatlock, Vice Chairman, Member -
                                   Office of the Chairman, and Director

Date:   October 28, 2002    By:    /s/ Martin L. Flanagan
                                   ________________________
                                   Martin L. Flanagan, President, Member -
                                   Office of the President, and Chief Financial
                                   Officer

Date:   October 28, 2002    By:    /s/ Gregory E. Johnson
                                   ________________________
                                   Gregory E. Johnson, President, and Member -
                                   Office of the President
Date:   October 28, 2002    By:    /s/ Rupert H. Johnson, Jr.
                                   __________________________
                                   Rupert H. Johnson, Jr., Vice Chairman,
                                   Member - Office of the Chairman, and Director

Date:   October 28, 2002    By:    /s/ Harry O. Kline
                                   __________________________
                                   Harry O. Kline, Director

Date:   October 28, 2002    By:    /s/ James A. McCarthy
                                   __________________________
                                   James A. McCarthy, Director

Date:   October 28, 2002    By:    /s/ Peter M. Sacerdote
                                   __________________________
                                   Peter M. Sacerdote, Director

Date:   October 28, 2002    By:    /s/ Kenneth A. Lewis
                                   __________________________
                                   Kenneth A. Lewis, Vice President - Finance,
                                   Chief Accounting Officer,
                                   and Treasurer

Date:   October 28, 2002    By:    /s/ Louis E. Woodworth
                                   __________________________
                                   Louis E. Woodworth, Director

        Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the Franklin Resources, Inc. 1998 Employee Stock Investment
Plan has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Mateo, State of
California, on this 28th day of October, 2002.

                                   1998 EMPLOYEE STOCK INVESTMENT PLAN

                                   By:  /s/ Leslie M. Kratter
                                        __________________________
                                        Name: Leslie M. Kratter
                                        Title: Authorized Representative of the
                                               Plan Administrator
Exhibit No.         Exhibit Description
----------          -------------------

4.1                 Certificate  of  Incorporation, as  filed  November 28, 1969
                    (incorporated   by  reference  to  Exhibit   (3)(i)  to  the
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1994).

4.2                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  March  1,  1985  (incorporated  by
                    reference  to  Exhibit  (3)(ii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.3                 Certificate   of   Amendment   of   the   Certificate   of
                    Incorporation,  as filed  April  1,  1987  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.4                 Certificate   of    Amendment  of   the   Certificate   of
                    Incorporation,  as filed February 2, 1994  (incorporated  by
                    reference  to Exhibit  (3)(iii) to the  Registrant's  Annual
                    Report on Form 10-K for the fiscal year ended  September 30,
                    1994).

4.5                 Amended and Restated By-laws adopted on June 27, 2002.

4.6                 Franklin Resources, Inc. 1998 Employee Stock Investment Plan
                    approved on October 10, 2002.

5.1                 Opinion of Weil,  Gotshal & Manges LLP as to the legality of
                    the Plan Interests being registered

23.1                Consent of PricewaterhouseCoopers LLP.

23.2                Consent of Weil,  Gotshal & Manges LLP  (included in Exhibit
                    5.1 hereto).

24.1                Power of Attorney (included on signature page).