As filed with the Securities and Exchange Commission on
                                 March 17, 2003
                           Registration No. _________


                       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 of           (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

                              One Franklin Parkway,
                               San Mateo, CA 94403
        -----------------------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                       Senior Vice President and Secretary
                            Franklin Resources, Inc.
                              One Franklin Parkway,
                        San Mateo, California 94403-1906
                                 (650) 312-2000
        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)


                                   Copies to:
                             Adele C. Freedman, Esq.
                              GCA Law Partners LLP
                               1891 Landings Drive
                             Mountain View, CA 94043
                                 (650) 428-3900
                           ---------------------------


<PAGE>



                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 Title of         Amount to   Proposed          Proposed          Amount of
Securities            be      Maximum           Maximum         Registration
  to be           Registered  Offering          Aggregate          Fee(1)(3)
Registered          (1)(2)    Price Per         Offering
                              Share(1)(3)       Price(1)(3)
--------------------------------------------------------------------------------
Common Stock,
par value
$0.10 per         10,459,328  $31.565           $325,650,000       $25,345.09
share
--------------------------------------------------------------------------------

(1) A total of 10,459,328 shares of common stock of Franklin Resources,  Inc., a
Delaware  Corporation  (the "Company" or  "Registrant")  are being registered in
connection  with the 2002  Universal  Stock  Incentive  Plan (the "2002  Plan").
Pursuant to Instruction E of Form S-8 and the telephonic  interpretation  of the
Securities and Exchange Commission (the "Commission") set forth at pages 123-124
of the Division of Corporation  Finance's Manual of Publicly Available Telephone
Interpretations   dated   July  1997,   G.   Securities   Act   Forms,   No.  89
("Interpretation  89"),  459,328 of the 10,459,328  shares registered hereby are
being carried  forward from a Registration  Statement on Form S-8 filed on March
27, 2001 (File no. 333-57682) (the "March 2001 Form S-8") in connection with the
Franklin  Resources  Amended and Restated 1998 Universal  Stock  Incentive Plan,
which was amended and  restated by the 2002 Plan.  A total  registration  fee of
$90,075  was  paid  with  respect  to the  March  2001  Form  S-8.  Pursuant  to
Instruction E to Form S-8 and Interpretation 89, no additional  registration fee
is due with respect to 459,328 of the 10,459,328 shares registered hereby.

(2) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued pursuant to the 2002 Plan described herein as
the result of any future stock split,  stock  dividend or similar  adjustment of
Franklin's outstanding common stock.

(3) Pursuant to Rule 457(h) under the  Securities  and Exchange Act of 1933,  as
amended,  the proposed maximum aggregate offering price and the Registration Fee
are based upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock Exchange on March 13,
2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Franklin  Resources,  Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a) Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
2002, filed on December 18, 2002.

     (b)  (i)Quarterly  Report on Form 10-Q for the quarter  ended  December 31,
2002, filed on February 13, 2003.

                                       2
--------------------------------------------------------------------------------
<PAGE>

          (ii)  Report  on  Form  8-K  filed  on  January  23,  2003   attaching
Registrant's earnings press  release dated January 23, 2003 under Items 5 and 7.

     (c) The  description  of the Company's  Common  Stock,  which is registered
under  Section  12 of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), is contained in the Company's Certificate of Incorporation,  as
amended,  filed as amended on December 29, 1994 as Exhibits 3(i), 3(ii),  3(iii)
and  3(iv) to the  Company's  Annual  Report  on Form  10-K  for the year  ended
September 30, 1994 and is incorporated herein by reference.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and  prior to the  filing  of a  post-effective  amendment  indicating  that all
securities  offered hereby have been sold or  deregistering  all securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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.


                                       3
--------------------------------------------------------------------------------
<PAGE>

     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.



                                       4
--------------------------------------------------------------------------------
<PAGE>

     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  Indemnification  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.

     The  Exhibits  to this  registration  statement  are listed in the Index to
Exhibits on page 9.


Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  to include  any  prospectus  required  by Section 10(a)(3) of the
Securities Act;

          (ii)  to reflect in the prospectus any facts or events  arising  after
the  effective  date of  this  Registration  Statement (or the most recent post-
effective amendment thereof)  which, individually or in the aggregate, represent
a  fundamental  change  in  the  information  set  forth  in  this  Registration
Statement;

          (iii) to include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;


                                       5
--------------------------------------------------------------------------------
<PAGE>

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

     (b) 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.

     (c) To remove from Registration by means of a post-effective  amendment any
of the Securities being registered hereby which remain unsold at the termination
of the offering.

     (d) 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
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit  plan's  annual report  pursuant to 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 herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

     (e) 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 provisions referred to in Item 6 of this Registration
Statement, 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 such 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  hereby, 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 such Act and
will be governed by the final adjudication of such issue.





                                      6
--------------------------------------------------------------------------------
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
hereby 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 the 17th day of
March, 2003.


                                    FRANKLIN RESOURCES, INC.

                                    /s/ Leslie M. Kratter
                                    ----------------------------------------
                                    By:  Leslie M. Kratter
                                         Senior Vice President and Secretary

     The undersigned officers and directors of Franklin Resources,  Inc., hereby
severally  constitute Martin L. Flanagan and Leslie M. Kratter,  and any of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our name in the capacities  indicated  below, any
and all amendments to this Registration  Statement on Form S-8 filed by Franklin
Resources, Inc. with the Securities and Exchange Commission, and generally to do
all such  things in our name and behalf in such  capacities  to enable  Franklin
Resources,  Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  and we
hereby  ratify  and  confirm  our  signatures  as they may be signed by our said
attorneys, or any of them, to any and all such amendments.

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

FRANKLIN RESOURCES, INC.


Date:          March 17, 2003       By:  /s/ Charles B. Johnson
                                         ------------------------------------
                                         Charles B. Johnson
                                         Chairman, Chief Executive Officer,
                                         Member - Office of the Chairman, and
                                         Director

Date:          March 17, 2003       By:  /s/ Harmon E. Burns
                                         ------------------------------------
                                         Harmon E. Burns
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Martin L. Flanagan
                                         ------------------------------------
                                         Martin L. Flanagan
                                         President and Chief Financial Officer

Date:          March 17, 2003       By:  /s/ Charles Crocker
                                         ------------------------------------
                                         Charles Crocker
                                         Director

Date:          March 17, 2003       By:  /s/ Robert D. Joffe
                                         ------------------------------------
                                         Robert D. Joffe
                                         Director


                                      7
--------------------------------------------------------------------------------
<PAGE>


Date:          March 17, 2003       By:  /s/ Gregory E. Johnson
                                         ------------------------------------
                                         Gregory E. Johnson
                                         President

Date:          March 17, 2003       By:  /s/ Rupert H. Johnson, Jr.
                                         ------------------------------------
                                         Rupert H. Johnson, Jr.
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Thomas H. Kean
                                         ------------------------------------
                                         Thomas H. Kean
                                         Director

Date:          March 17, 2003       By:  /s/ Kenneth A. Lewis
                                         ------------------------------------
                                         Kenneth A. Lewis
                                         Vice President-Finance, Chief
                                         Accounting Officer and Treasurer

Date:          March 17, 2003       By:  /s/ James A. McCarthy
                                         ------------------------------------
                                         James A. McCarthy
                                         Director

Date:          March 17, 2003       By:  /s/ Chutta Ratnathicam
                                         ------------------------------------
                                         Chutta Ratnathicam
                                         Director

Date:          March 17, 2003       By:  /s/ Peter M. Sacerdote
                                         ------------------------------------
                                         Peter M. Sacerdote
                                         Director

Date:          March 17, 2003       By:  /s/ Anne M. Tatlock
                                         ------------------------------------
                                         Anne M. Tatlock
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Louis E. Woodworth
                                         ------------------------------------
                                         Louis E. Woodworth
                                         Director


                                      8
--------------------------------------------------------------------------------
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NUMBER                   DESCRIPTION
--------------                   -----------

      4.1      Registrant's Certificate of Incorporation,  as filed November 28,
               1969,   incorporated  by  reference  to  Exhibit  (3)(i)  to  the
               Company's  Annual  Report on Form 10- K for the fiscal year ended
               September 30, 1994 (the "1994 Annual Report") (File No. 1-9318)

      4.2      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,  as filed March 1, 1985, incorporated by reference
               to Exhibit (3)(ii) to the 1994 Annual Report

      4.3      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,  as filed April 1, 1987, incorporated by reference
               to Exhibit (3)(iii) to the 1994 Annual Report

      4.4      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,   as  filed  February  2,  1994,  incorporated  by
               reference to Exhibit (3)(iv) to the 1994 Annual Report

      4.5      Registrant's  Amended and Restated By-laws,  as filed on December
               18, 2002,  incorporated  by  reference to Exhibit  (3)(ii) to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               September 30, 2002 (File No. 1-9318)

      4.6      Indenture  between the  Registrant  and The Chase  Manhattan Bank
               (formerly  Chemical Bank), as trustee,  dated as of May 19, 1994,
               incorporated by reference to the Company's Registration Statement
               on Form S-3, filed on April 14, 1994.

      4.7      Indenture  between Franklin  Resources,  Inc. and The Bank of New
               York dated May 11, 2001  incorporated by reference to Exhibit 4.2
               to the Registrant's  Registration Statement on Form S-3, filed on
               August 6, 2001

      4.8      Form of Liquid  Yield  Option Note due 2031 (Zero  Coupon-Senior)
               (included in Exhibit 4.7 hereto)

      4.9      Registration  Rights Agreement between Franklin  Resources,  Inc.
               and Merrill Lynch, Pierce, Fenner & Smith Incorporated  ("Merrill
               Lynch") dated May 11, 2001  incorporated  by reference to Exhibit
               4.4 to the Registrant's Registration Statement on Form S-3, filed
               on August 6, 2001

      5        Opinion of GCA Law Partners LLP.

      23.1     Consent of PricewaterhouseCoopers LLP.

      23.2     Consent of GCA Law  Partners LLP  (included in its opinion  which
               appears as Exhibit 5 to this Registration Statement).

      24       Power of attorney  (included  as part of the  signature  pages to
               this   Registration   Statement   and   incorporated   herein  by
               reference).

                                      9
--------------------------------------------------------------------------------
<PAGE>
      99       Franklin  Resources,  Inc. 2002  Universal  Stock  Incentive Plan
               incorporated  by  reference  to  Exhibit  10.68 to the  Company's
               Quarterly  Report on Form 10-Q for the quarter ended December 31,
               2002, filed with the Commission on February 13, 2003.












                                      10
--------------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "s-8_0303.txt", "description": "2002 UNIVERSAL STOCK INCENTIVE PLAN", "secsgml_size_bytes": 26920}]
{"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": "333-103869", "film-number": "03606052"}, "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
                                 March 17, 2003
                           Registration No. _________

                       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 of           (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

                              One Franklin Parkway,
                               San Mateo, CA 94403
        -----------------------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
        -----------------------------------------------------------------
                              (Full Title of Plan)

                             Leslie M. Kratter, Esq.
                       Senior Vice President and Secretary
                            Franklin Resources, Inc.
                              One Franklin Parkway,
                        San Mateo, California 94403-1906
                                 (650) 312-2000
        -----------------------------------------------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   Copies to:
                             Adele C. Freedman, Esq.
                              GCA Law Partners LLP
                               1891 Landings Drive
                             Mountain View, CA 94043
                                 (650) 428-3900
                           ---------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 Title of         Amount to   Proposed          Proposed          Amount of
Securities            be      Maximum           Maximum         Registration
  to be           Registered  Offering          Aggregate          Fee(1)(3)
Registered          (1)(2)    Price Per         Offering
                              Share(1)(3)       Price(1)(3)
--------------------------------------------------------------------------------
Common Stock,
par value
$0.10 per         10,459,328  $31.565           $325,650,000       $25,345.09
share
--------------------------------------------------------------------------------

(1) A total of 10,459,328 shares of common stock of Franklin Resources,  Inc., a
Delaware  Corporation  (the "Company" or  "Registrant")  are being registered in
connection  with the 2002  Universal  Stock  Incentive  Plan (the "2002  Plan").
Pursuant to Instruction E of Form S-8 and the telephonic  interpretation  of the
Securities and Exchange Commission (the "Commission") set forth at pages 123-124
of the Division of Corporation  Finance's Manual of Publicly Available Telephone
Interpretations   dated   July  1997,   G.   Securities   Act   Forms,   No.  89
("Interpretation  89"),  459,328 of the 10,459,328  shares registered hereby are
being carried  forward from a Registration  Statement on Form S-8 filed on March
27, 2001 (File no. 333-57682) (the "March 2001 Form S-8") in connection with the
Franklin  Resources  Amended and Restated 1998 Universal  Stock  Incentive Plan,
which was amended and  restated by the 2002 Plan.  A total  registration  fee of
$90,075  was  paid  with  respect  to the  March  2001  Form  S-8.  Pursuant  to
Instruction E to Form S-8 and Interpretation 89, no additional  registration fee
is due with respect to 459,328 of the 10,459,328 shares registered hereby.

(2) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued pursuant to the 2002 Plan described herein as
the result of any future stock split,  stock  dividend or similar  adjustment of
Franklin's outstanding common stock.

(3) Pursuant to Rule 457(h) under the  Securities  and Exchange Act of 1933,  as
amended,  the proposed maximum aggregate offering price and the Registration Fee
are based upon the average of the high and low composite prices per share of the
Registrant's  Common Stock  reported on the New York Stock Exchange on March 13,
2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Franklin  Resources,  Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a) Annual  Report on Form 10-K for the fiscal  year  ended  September  30,
2002, filed on December 18, 2002.

     (b)  (i)Quarterly  Report on Form 10-Q for the quarter  ended  December 31,
2002, filed on February 13, 2003.

                                       2
--------------------------------------------------------------------------------
(ii)  Report  on  Form  8-K  filed  on  January  23,  2003   attaching
Registrant's earnings press  release dated January 23, 2003 under Items 5 and 7.

     (c) The  description  of the Company's  Common  Stock,  which is registered
under  Section  12 of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), is contained in the Company's Certificate of Incorporation,  as
amended,  filed as amended on December 29, 1994 as Exhibits 3(i), 3(ii),  3(iii)
and  3(iv) to the  Company's  Annual  Report  on Form  10-K  for the year  ended
September 30, 1994 and is incorporated herein by reference.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and  prior to the  filing  of a  post-effective  amendment  indicating  that all
securities  offered hereby have been sold or  deregistering  all securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

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.

                                       3
--------------------------------------------------------------------------------
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.

                                       4
--------------------------------------------------------------------------------
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  Indemnification  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.

     The  Exhibits  to this  registration  statement  are listed in the Index to
Exhibits on page 9.

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  to include  any  prospectus  required  by Section 10(a)(3) of the
Securities Act;

          (ii)  to reflect in the prospectus any facts or events  arising  after
the  effective  date of  this  Registration  Statement (or the most recent post-
effective amendment thereof)  which, individually or in the aggregate, represent
a  fundamental  change  in  the  information  set  forth  in  this  Registration
Statement;

          (iii) to include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

                                       5
--------------------------------------------------------------------------------
provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

     (b) 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.

     (c) To remove from Registration by means of a post-effective  amendment any
of the Securities being registered hereby which remain unsold at the termination
of the offering.

     (d) 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
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit  plan's  annual report  pursuant to 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 herein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

     (e) 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 provisions referred to in Item 6 of this Registration
Statement, 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 such 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  hereby, 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 such Act and
will be governed by the final adjudication of such issue.

                                      6
--------------------------------------------------------------------------------
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
hereby 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 the 17th day of
March, 2003.

                                    FRANKLIN RESOURCES, INC.

                                    /s/ Leslie M. Kratter
                                    ----------------------------------------
                                    By:  Leslie M. Kratter
                                         Senior Vice President and Secretary

     The undersigned officers and directors of Franklin Resources,  Inc., hereby
severally  constitute Martin L. Flanagan and Leslie M. Kratter,  and any of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our name in the capacities  indicated  below, any
and all amendments to this Registration  Statement on Form S-8 filed by Franklin
Resources, Inc. with the Securities and Exchange Commission, and generally to do
all such  things in our name and behalf in such  capacities  to enable  Franklin
Resources,  Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  and we
hereby  ratify  and  confirm  our  signatures  as they may be signed by our said
attorneys, or any of them, to any and all such amendments.

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

FRANKLIN RESOURCES, INC.

Date:          March 17, 2003       By:  /s/ Charles B. Johnson
                                         ------------------------------------
                                         Charles B. Johnson
                                         Chairman, Chief Executive Officer,
                                         Member - Office of the Chairman, and
                                         Director

Date:          March 17, 2003       By:  /s/ Harmon E. Burns
                                         ------------------------------------
                                         Harmon E. Burns
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Martin L. Flanagan
                                         ------------------------------------
                                         Martin L. Flanagan
                                         President and Chief Financial Officer

Date:          March 17, 2003       By:  /s/ Charles Crocker
                                         ------------------------------------
                                         Charles Crocker
                                         Director

Date:          March 17, 2003       By:  /s/ Robert D. Joffe
                                         ------------------------------------
                                         Robert D. Joffe
                                         Director

                                      7
--------------------------------------------------------------------------------
Date:          March 17, 2003       By:  /s/ Gregory E. Johnson
                                         ------------------------------------
                                         Gregory E. Johnson
                                         President

Date:          March 17, 2003       By:  /s/ Rupert H. Johnson, Jr.
                                         ------------------------------------
                                         Rupert H. Johnson, Jr.
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Thomas H. Kean
                                         ------------------------------------
                                         Thomas H. Kean
                                         Director

Date:          March 17, 2003       By:  /s/ Kenneth A. Lewis
                                         ------------------------------------
                                         Kenneth A. Lewis
                                         Vice President-Finance, Chief
                                         Accounting Officer and Treasurer

Date:          March 17, 2003       By:  /s/ James A. McCarthy
                                         ------------------------------------
                                         James A. McCarthy
                                         Director

Date:          March 17, 2003       By:  /s/ Chutta Ratnathicam
                                         ------------------------------------
                                         Chutta Ratnathicam
                                         Director

Date:          March 17, 2003       By:  /s/ Peter M. Sacerdote
                                         ------------------------------------
                                         Peter M. Sacerdote
                                         Director

Date:          March 17, 2003       By:  /s/ Anne M. Tatlock
                                         ------------------------------------
                                         Anne M. Tatlock
                                         Vice Chairman, Member - Office of the
                                         Chairman, and Director

Date:          March 17, 2003       By:  /s/ Louis E. Woodworth
                                         ------------------------------------
                                         Louis E. Woodworth
                                         Director

                                      8
--------------------------------------------------------------------------------
EXHIBIT INDEX

EXHIBIT NUMBER                   DESCRIPTION
--------------                   -----------

      4.1      Registrant's Certificate of Incorporation,  as filed November 28,
               1969,   incorporated  by  reference  to  Exhibit  (3)(i)  to  the
               Company's  Annual  Report on Form 10- K for the fiscal year ended
               September 30, 1994 (the "1994 Annual Report") (File No. 1-9318)

      4.2      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,  as filed March 1, 1985, incorporated by reference
               to Exhibit (3)(ii) to the 1994 Annual Report

      4.3      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,  as filed April 1, 1987, incorporated by reference
               to Exhibit (3)(iii) to the 1994 Annual Report

      4.4      Registrant's   Certificate   of  Amendment  of   Certificate   of
               Incorporation,   as  filed  February  2,  1994,  incorporated  by
               reference to Exhibit (3)(iv) to the 1994 Annual Report

      4.5      Registrant's  Amended and Restated By-laws,  as filed on December
               18, 2002,  incorporated  by  reference to Exhibit  (3)(ii) to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               September 30, 2002 (File No. 1-9318)

      4.6      Indenture  between the  Registrant  and The Chase  Manhattan Bank
               (formerly  Chemical Bank), as trustee,  dated as of May 19, 1994,
               incorporated by reference to the Company's Registration Statement
               on Form S-3, filed on April 14, 1994.

      4.7      Indenture  between Franklin  Resources,  Inc. and The Bank of New
               York dated May 11, 2001  incorporated by reference to Exhibit 4.2
               to the Registrant's  Registration Statement on Form S-3, filed on
               August 6, 2001

      4.8      Form of Liquid  Yield  Option Note due 2031 (Zero  Coupon-Senior)
               (included in Exhibit 4.7 hereto)

      4.9      Registration  Rights Agreement between Franklin  Resources,  Inc.
               and Merrill Lynch, Pierce, Fenner & Smith Incorporated  ("Merrill
               Lynch") dated May 11, 2001  incorporated  by reference to Exhibit
               4.4 to the Registrant's Registration Statement on Form S-3, filed
               on August 6, 2001

      5        Opinion of GCA Law Partners LLP.

      23.1     Consent of PricewaterhouseCoopers LLP.

      23.2     Consent of GCA Law  Partners LLP  (included in its opinion  which
               appears as Exhibit 5 to this Registration Statement).

      24       Power of attorney  (included  as part of the  signature  pages to
               this   Registration   Statement   and   incorporated   herein  by
               reference).

                                      9
--------------------------------------------------------------------------------
99       Franklin  Resources,  Inc. 2002  Universal  Stock  Incentive Plan
               incorporated  by  reference  to  Exhibit  10.68 to the  Company's
               Quarterly  Report on Form 10-Q for the quarter ended December 31,
               2002, filed with the Commission on February 13, 2003.

                                      10
--------------------------------------------------------------------------------