As filed with the Securities and Exchange Commission on May 31, 2007

                                                Registration No. 333-___________
================================================================================


                                  UNITED STATES
                       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 Identification No.)
 incorporation or organization)

                             ---------------------

                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000
   (Address, including zip code, of registrant's principal executive offices)

                             ---------------------

                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
                            (Full title of the plan)

                             ---------------------

                               CRAIG S. TYLE, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000
        (Name and address, and telephone number, including area code, of
                               agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
                                              Proposed      Proposed
                                              Maximum       Maximum
  Title of                                    Offering      Aggregate   Amount of
 Securities                  Amount to be      Price        Offering   Registration
   to be                      Registered     Per Share       Price        Fee
 Registered                     (1)(2)         (1)(3)       (1)(3)       (1)(3)
-----------------------------------------------------------------------------------
<S>                           <C>             <C>        <C>             <C>
Common Stock, par value       4,000,000       $135.03    $540,120,000    $16,582
$0.10 per share                shares
===================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Franklin
Resources, Inc. 1998 Employee Stock Investment Plan, as amended and restated
(the "Plan"). No separate fee is required with respect to the plan interests.

(2) Pursuant to Rule 416(a) under the Securities Act, this registration
statement also covers additional shares of common stock and interests in the
Plan to be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act, based upon the
average of the high and low prices of the common stock as reported in the
consolidated reporting system on May 24, 2007.
================================================================================

<PAGE>


                                EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this Registration
Statement registers an additional 4,000,000 shares of common stock, par value
$0.10 per share, of Franklin Resources, Inc. (the "registrant"), to be offered
and sold pursuant to the Franklin Resources, Inc. 1998 Employee Stock Investment
Plan, as amended and restated (the "Plan"), together with an indeterminate
amount of interests in the Plan. The contents of the following registration
statements filed by the registrant and the Plan are incorporated herein by
reference to the extent not modified hereby: Form S-8 filed March 18, 1998 (SEC
File No. 333-48171) and Form S-8 filed October 29, 2002 (SEC File No.
333-100801).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, previously filed by the registrant or the
Plan, as the case may be, with the Securities and Exchange Commission ("SEC"),
are hereby incorporated by reference in this registration statement:

            (a) (i) registrant's annual report on Form 10-K for the fiscal year
ended September 30, 2006 and (ii) the Plan's annual report on Form 11-K for the
fiscal year ended July 31, 2006 (SEC File No. 001-09318);

            (b) All other reports filed* by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"), since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above (SEC File No. 001-09318);
and

            (c) The description of the registrant's common stock contained in
the registrant's registration statement on Form 8-A as filed with the SEC on
November 6, 1986, including any amendment or report filed for the purpose of
updating that description (SEC File No. 001-09318).

            * Any report (or portion thereof) "furnished" on Form 8-K shall not
be incorporated by reference.

            All documents subsequently filed by the registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
after the date of this registration statement, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. The registrant's Securities
Exchange Act file number with the SEC is 001-09318. Unless expressly
incorporated into this registration statement, a report (or portion thereof)
"furnished" on Form 8-K shall not be incorporated by reference into this
registration statement.

            Any statement contained in a document which is incorporated by
reference in this registration statement will be deemed modified or superseded
for purposes of this registration statement to the extent that a statement
contained in this registration statement or incorporated by reference in this
registration statement or in any document that the registrant or the Plan file
after the date of this registration statement that also is incorporated by
reference in this registration statement modifies or supersedes the prior
statement. Any modified or superseded statement shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.
Subject to the foregoing, all information appearing in this registration
statement is qualified in its entirety by the information appearing in the
documents incorporated by reference in this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.




                                       2
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The registrant is incorporated under the laws of the State of
Delaware. Under Section 145(a) of the Delaware General Corporation Law ("DGCL"),
a Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

            Under Section 145(b) of the DGCL, a Delaware corporation has the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation. However, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

            Section 145(c) of the DGCL further provides that to the extent that
a present or former director or officer of a Delaware corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to above in Sections 145(a) and 145(b) of the DGCL, or in
the defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.

            Section 145 of the DGCL also states that the indemnification and
advancement of expenses provided for in such section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement may be entitled.

            Section 102(b)(7) of the DGCL permits a Delaware corporation to
include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) willful or negligent violations
of certain sections of the DGCL (Sections 174, 160 and 173 of the DGCL) imposing
certain requirements with respect to stock purchases, redemptions and dividends;
or (iv) for any transaction from which the director derived an improper personal
benefit.

            In addition to the above described provisions, the registrant's
Certificate of Incorporation, as amended, provides that the registrant shall, to
the fullest extent permitted by Section 145 of DGCL, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by such section, and the
indemnification provided for therein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,


                                       3
<PAGE>



vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. Moreover, registrant's
Certificate of Incorporation, as amended, further provides that a director of
the registrant shall not be personally liable to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived any improper personal benefit. Additionally, if the DGCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the Certificate of Incorporation, as amended,
provides that the liability of a director of the registrant shall be eliminated
or limited to the fullest extent permitted by the DGCL, as so amended.

            The registrant's Amended and Restated By-Laws contain provisions
requiring the registrant to provide indemnification to directors, officers,
employees and agents of the Corporation similar to the indemnification allowed
under Section 145 of the DGCL. In addition, the registrant's Amended and
Restated By-Laws provide that directors or officers who have been successful on
the merits or otherwise in a civil or criminal action, suit or proceeding
referred to in Section 145(a) or 145(b) of the DGCL, or in defense of any claim,
issue or matter therein, shall be indemnified against expenses, including
attorneys' fees and disbursements, and costs actually and reasonably incurred in
connection therewith. Moreover, the registrant's Amended and Restated By-Laws
provide that a director, officer, employee or agent of the Corporation serves or
prepares to serve as a witness in any action, suit or proceeding or in any
investigation by the registrant or by any securities exchange, the registrant
shall indemnify such person against expenses, including attorneys' fees and
disbursements, and costs actually and reasonably incurred in connection
therewith.

            It is the registrant's policy to enter into indemnification
agreements ("Indemnification Agreements") with its directors, some of whom are
also executive officers (each, an "Indemnified Person"). The Indemnification
Agreements provide for indemnification of an Indemnified Person "to the fullest
extent permitted by law as soon as practicable", 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 registrant or is or was serving at
the request of the registrant as a director, officer, employee, trustee, agent
or fiduciary for another corporation, partnership, join venture, employee
benefit plan, trust or other enterprise.

            Additionally, the Indemnification Agreements provide that if the
registrant pays an Indemnified Person pursuant to the Indemnification
Agreements, the registrant 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 registrant or any director or officer of the registrant
unless the registrant has joined in or consented to the Claim or (ii) if
selected members of 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 registrant for all amounts that the registrant 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 registrant, the registrant will seek legal advice from
special, independent counsel selected by the Indemnified Person and approved by
the registrant 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 registrant 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 registrant is
not currently, nor does it expect to be, subject to a change in control.



                                       4
<PAGE>



            In accordance with authority granted under the registrant's Amended
and Restated By-Laws, the registrant also 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 as directors and officers.

            The foregoing summaries are necessarily subject to the complete text
of the applicable statute, article(s) of the Certificate of Incorporation, as
amended, by-law(s) of the Amended and Restated By-Laws, agreement and insurance
policy referred to above and are qualified in their entirety by reference
thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.

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

  4.1           Registrant's 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) (SEC File No. 001-09318) (the "1994
                Annual Report").

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

  4.5           Registrant's Certificate of Amendment of Certificate of
                Incorporation, as filed on February 4, 2005, incorporated by
                reference to Exhibit (3)(i)(e) to the registrant's Quarterly
                Report on Form 10-Q for the period ended December 31, 2004 (SEC
                File No. 001-09318).

  4.6           Registrant's Amended and Restated By-laws (as adopted December
                13, 2006), incorporated by reference to Exhibit 3.1 to the
                registrant's Current Report on Form 8-K filed with the SEC on
                December 19, 2006 (SEC File No. 001-09318).

  5             Opinion of Richards, Layton & Finger, P.A.

  23.1          Consent of PricewaterhouseCoopers LLP.

  23.2          Consent of Richards, Layton & Finger, P.A. (included in Exhibit
                5 hereto).

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

  99            Franklin Resources, Inc. 1998 Employee Stock Incentive Plan, as
                amended and restated on December 13, 2006, incorporated by
                reference to Exhibit 10.1 to the registrant's Current Report on
                Form 8-K filed with the SEC on December 22, 2006 (SEC File No.
                001-09318).

                                       5
<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:

            (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 the 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 the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the SEC pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent no
                  more than a 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

            (iii) 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;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
            be included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed with or furnished to the SEC by
            the registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act that are incorporated by reference in the
            registration statement.

      (2)   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.

      (3)   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.

(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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the 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) 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 SEC 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.



                                       6
<PAGE>



                                   SIGNATURES

            THE REGISTRANT. 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 31st day
of May, 2007.

                                    FRANKLIN RESOURCES, INC.



                                    By:  /s/  Gregory E. Johnson
                                       ----------------------------------
                                       Name:   Gregory E. Johnson
                                       Title:  President and
                                               Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory E. Johnson, Craig S. Tyle and
Maria Gray, and each of them individually, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments to this Registration Statement
on Form S-8, 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their, his or her
substitutes or substitute, 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 in the
capacities and on the dates indicated:

SIGNATURE                               CAPACITY                        DATE
---------                               --------                        ----


/s/  Samuel H. Armacost                 Director                    May 31, 2007
---------------------------
   Samuel H. Armacost


/s/  Charles Crocker                    Director                    May 31, 2007
---------------------------
     Charles Crocker


/s/  Joseph R. Hardiman                 Director                    May 31, 2007
---------------------------
   Joseph R. Hardiman


/s/  Robert D. Joffe                    Director                    May 31, 2007
---------------------------
     Robert D. Joffe

/s/  Charles B. Johnson                 Director                    May 31, 2007
---------------------------
   Charles B. Johnson



                                       7
<PAGE>


SIGNATURE                               CAPACITY                        DATE
---------                               --------                        ----


/s/  Gregory E. Johnson                 President and Chief         May 31, 2007
---------------------------             Executive Officer
   Gregory E. Johnson                   (Principal Executive
                                        Officer), and Director

/s/  Rupert H. Johnson, Jr.             Director                    May 31, 2007
---------------------------
 Rupert H. Johnson, Jr.

/s/  Thomas H. Kean                     Director                    May 31, 2007
---------------------------
     Thomas H. Kean

/s/  Kenneth A. Lewis                   Senior Vice President,      May 31, 2007
---------------------------             Chief Financial Officer
    Kenneth A. Lewis                    and Treasurer (Principal
                                        Financial and Accounting
                                        Officer)

/s/  Chutta Ratnathicam                 Director                    May 31, 2007
---------------------------
   Chutta Ratnathicam

/s/  Peter M. Sacerdote                 Director                    May 31, 2007
---------------------------
   Peter M. Sacerdote

/s/  Laura Stein                        Director                    May 31, 2007
---------------------------
       Laura Stein

/s/  Anne M. Tatlock                    Director                    May 31, 2007
---------------------------
     Anne M. Tatlock

/s/  Louis E. Woodworth                 Director                    May 31, 2007
---------------------------
   Louis E. Woodworth


            THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Administrator of the Franklin Resources, Inc. 1998 Employee Stock
Investment Plan 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 31st day of May, 2007.

                                    FRANKLIN RESOURCES, INC.
                                    1998 EMPLOYEE STOCK INVESTMENT PLAN



                                    By:  /s/  Kenneth A. Lewis
                                       ---------------------------
                                       Name:  Kenneth A. Lewis
                                       Title  Authorized Representative of the
                                              Plan, Administrator of the
                                              Franklin Resources, Inc. 1998
                                              Employee Stock Investment Plan




                                       8
<PAGE>



                                  EXHIBIT INDEX


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

4.1             Registrant's 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) (SEC File No. 001-09318) (the "1994
                Annual Report").

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

4.5             Registrant's Certificate of Amendment of Certificate of
                Incorporation, as filed on February 4, 2005, incorporated by
                reference to Exhibit (3)(i)(e) to the registrant's Quarterly
                Report on Form 10-Q for the period ended December 31, 2004 (SEC
                File No. 001-09318).

4.6             Registrant's Amended and Restated By-laws (as adopted December
                13, 2006), incorporated by reference to Exhibit 3.1 to the
                registrant's Current Report on Form 8-K filed with the SEC on
                December 19, 2006 (SEC File No. 001-09318).

5               Opinion of Richards, Layton & Finger, P.A.

23.1            Consent of PricewaterhouseCoopers LLP.

23.2            Consent of Richards, Layton & Finger, P.A. (included in Exhibit
                5 hereto).

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

99              Franklin Resources, Inc. 1998 Employee Stock Incentive Plan, as
                amended and restated on December 13, 2006, incorporated by
                reference to Exhibit 10.1 to the registrant's Current Report on
                Form 8-K filed with the SEC on December 22, 2006 (SEC File No.
                001-09318).


                                       9
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As filed with the Securities and Exchange Commission on May 31, 2007

                                                Registration No. 333-___________
================================================================================

                                  UNITED STATES
                       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 Identification No.)
 incorporation or organization)

                             ---------------------

                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000
   (Address, including zip code, of registrant's principal executive offices)

                             ---------------------

                            FRANKLIN RESOURCES, INC.
                       1998 EMPLOYEE STOCK INVESTMENT PLAN
                            (Full title of the plan)

                             ---------------------

                               CRAIG S. TYLE, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                              ONE FRANKLIN PARKWAY
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 312-2000
        (Name and address, and telephone number, including area code, of
                               agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================
                                              Proposed      Proposed
                                              Maximum       Maximum
  Title of                                    Offering      Aggregate   Amount of
 Securities                  Amount to be      Price        Offering   Registration
   to be                      Registered     Per Share       Price        Fee
 Registered                     (1)(2)         (1)(3)       (1)(3)       (1)(3)
-----------------------------------------------------------------------------------
Common Stock, par value       4,000,000       $135.03    $540,120,000    $16,582
$0.10 per share                shares
===================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Franklin
Resources, Inc. 1998 Employee Stock Investment Plan, as amended and restated
(the "Plan"). No separate fee is required with respect to the plan interests.

(2) Pursuant to Rule 416(a) under the Securities Act, this registration
statement also covers additional shares of common stock and interests in the
Plan to be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.

(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act, based upon the
average of the high and low prices of the common stock as reported in the
consolidated reporting system on May 24, 2007.
================================================================================
EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this Registration
Statement registers an additional 4,000,000 shares of common stock, par value
$0.10 per share, of Franklin Resources, Inc. (the "registrant"), to be offered
and sold pursuant to the Franklin Resources, Inc. 1998 Employee Stock Investment
Plan, as amended and restated (the "Plan"), together with an indeterminate
amount of interests in the Plan. The contents of the following registration
statements filed by the registrant and the Plan are incorporated herein by
reference to the extent not modified hereby: Form S-8 filed March 18, 1998 (SEC
File No. 333-48171) and Form S-8 filed October 29, 2002 (SEC File No.
333-100801).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, previously filed by the registrant or the
Plan, as the case may be, with the Securities and Exchange Commission ("SEC"),
are hereby incorporated by reference in this registration statement:

            (a) (i) registrant's annual report on Form 10-K for the fiscal year
ended September 30, 2006 and (ii) the Plan's annual report on Form 11-K for the
fiscal year ended July 31, 2006 (SEC File No. 001-09318);

            (b) All other reports filed* by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"), since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above (SEC File No. 001-09318);
and

            (c) The description of the registrant's common stock contained in
the registrant's registration statement on Form 8-A as filed with the SEC on
November 6, 1986, including any amendment or report filed for the purpose of
updating that description (SEC File No. 001-09318).

            * Any report (or portion thereof) "furnished" on Form 8-K shall not
be incorporated by reference.

            All documents subsequently filed by the registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
after the date of this registration statement, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. The registrant's Securities
Exchange Act file number with the SEC is 001-09318. Unless expressly
incorporated into this registration statement, a report (or portion thereof)
"furnished" on Form 8-K shall not be incorporated by reference into this
registration statement.

            Any statement contained in a document which is incorporated by
reference in this registration statement will be deemed modified or superseded
for purposes of this registration statement to the extent that a statement
contained in this registration statement or incorporated by reference in this
registration statement or in any document that the registrant or the Plan file
after the date of this registration statement that also is incorporated by
reference in this registration statement modifies or supersedes the prior
statement. Any modified or superseded statement shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.
Subject to the foregoing, all information appearing in this registration
statement is qualified in its entirety by the information appearing in the
documents incorporated by reference in this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The registrant is incorporated under the laws of the State of
Delaware. Under Section 145(a) of the Delaware General Corporation Law ("DGCL"),
a Delaware corporation has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

            Under Section 145(b) of the DGCL, a Delaware corporation has the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation. However, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

            Section 145(c) of the DGCL further provides that to the extent that
a present or former director or officer of a Delaware corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to above in Sections 145(a) and 145(b) of the DGCL, or in
the defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.

            Section 145 of the DGCL also states that the indemnification and
advancement of expenses provided for in such section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement may be entitled.

            Section 102(b)(7) of the DGCL permits a Delaware corporation to
include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) willful or negligent violations
of certain sections of the DGCL (Sections 174, 160 and 173 of the DGCL) imposing
certain requirements with respect to stock purchases, redemptions and dividends;
or (iv) for any transaction from which the director derived an improper personal
benefit.

            In addition to the above described provisions, the registrant's
Certificate of Incorporation, as amended, provides that the registrant shall, to
the fullest extent permitted by Section 145 of DGCL, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by such section, and the
indemnification provided for therein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,

                                       3
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. Moreover, registrant's
Certificate of Incorporation, as amended, further provides that a director of
the registrant shall not be personally liable to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived any improper personal benefit. Additionally, if the DGCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the Certificate of Incorporation, as amended,
provides that the liability of a director of the registrant shall be eliminated
or limited to the fullest extent permitted by the DGCL, as so amended.

            The registrant's Amended and Restated By-Laws contain provisions
requiring the registrant to provide indemnification to directors, officers,
employees and agents of the Corporation similar to the indemnification allowed
under Section 145 of the DGCL. In addition, the registrant's Amended and
Restated By-Laws provide that directors or officers who have been successful on
the merits or otherwise in a civil or criminal action, suit or proceeding
referred to in Section 145(a) or 145(b) of the DGCL, or in defense of any claim,
issue or matter therein, shall be indemnified against expenses, including
attorneys' fees and disbursements, and costs actually and reasonably incurred in
connection therewith. Moreover, the registrant's Amended and Restated By-Laws
provide that a director, officer, employee or agent of the Corporation serves or
prepares to serve as a witness in any action, suit or proceeding or in any
investigation by the registrant or by any securities exchange, the registrant
shall indemnify such person against expenses, including attorneys' fees and
disbursements, and costs actually and reasonably incurred in connection
therewith.

            It is the registrant's policy to enter into indemnification
agreements ("Indemnification Agreements") with its directors, some of whom are
also executive officers (each, an "Indemnified Person"). The Indemnification
Agreements provide for indemnification of an Indemnified Person "to the fullest
extent permitted by law as soon as practicable", 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 registrant or is or was serving at
the request of the registrant as a director, officer, employee, trustee, agent
or fiduciary for another corporation, partnership, join venture, employee
benefit plan, trust or other enterprise.

            Additionally, the Indemnification Agreements provide that if the
registrant pays an Indemnified Person pursuant to the Indemnification
Agreements, the registrant 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 registrant or any director or officer of the registrant
unless the registrant has joined in or consented to the Claim or (ii) if
selected members of 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 registrant for all amounts that the registrant 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 registrant, the registrant will seek legal advice from
special, independent counsel selected by the Indemnified Person and approved by
the registrant 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 registrant 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 registrant is
not currently, nor does it expect to be, subject to a change in control.

                                       4
In accordance with authority granted under the registrant's Amended
and Restated By-Laws, the registrant also 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 as directors and officers.

            The foregoing summaries are necessarily subject to the complete text
of the applicable statute, article(s) of the Certificate of Incorporation, as
amended, by-law(s) of the Amended and Restated By-Laws, agreement and insurance
policy referred to above and are qualified in their entirety by reference
thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  EXHIBITS.

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

  4.1           Registrant's 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) (SEC File No. 001-09318) (the "1994
                Annual Report").

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

  4.5           Registrant's Certificate of Amendment of Certificate of
                Incorporation, as filed on February 4, 2005, incorporated by
                reference to Exhibit (3)(i)(e) to the registrant's Quarterly
                Report on Form 10-Q for the period ended December 31, 2004 (SEC
                File No. 001-09318).

  4.6           Registrant's Amended and Restated By-laws (as adopted December
                13, 2006), incorporated by reference to Exhibit 3.1 to the
                registrant's Current Report on Form 8-K filed with the SEC on
                December 19, 2006 (SEC File No. 001-09318).

  5             Opinion of Richards, Layton & Finger, P.A.

  23.1          Consent of PricewaterhouseCoopers LLP.

  23.2          Consent of Richards, Layton & Finger, P.A. (included in Exhibit
                5 hereto).

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

  99            Franklin Resources, Inc. 1998 Employee Stock Incentive Plan, as
                amended and restated on December 13, 2006, incorporated by
                reference to Exhibit 10.1 to the registrant's Current Report on
                Form 8-K filed with the SEC on December 22, 2006 (SEC File No.
                001-09318).

                                       5
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:

            (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 the 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 the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the SEC pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent no
                  more than a 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

            (iii) 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;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
            be included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed with or furnished to the SEC by
            the registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act that are incorporated by reference in the
            registration statement.

      (2)   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.

      (3)   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.

(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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the 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) 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 SEC 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.

                                       6
SIGNATURES

            THE REGISTRANT. 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 31st day
of May, 2007.

                                    FRANKLIN RESOURCES, INC.

                                    By:  /s/  Gregory E. Johnson
                                       ----------------------------------
                                       Name:   Gregory E. Johnson
                                       Title:  President and
                                               Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory E. Johnson, Craig S. Tyle and
Maria Gray, and each of them individually, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments to this Registration Statement
on Form S-8, 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their, his or her
substitutes or substitute, 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 in the
capacities and on the dates indicated:

SIGNATURE                               CAPACITY                        DATE
---------                               --------                        ----

/s/  Samuel H. Armacost                 Director                    May 31, 2007
---------------------------
   Samuel H. Armacost

/s/  Charles Crocker                    Director                    May 31, 2007
---------------------------
     Charles Crocker

/s/  Joseph R. Hardiman                 Director                    May 31, 2007
---------------------------
   Joseph R. Hardiman

/s/  Robert D. Joffe                    Director                    May 31, 2007
---------------------------
     Robert D. Joffe

/s/  Charles B. Johnson                 Director                    May 31, 2007
---------------------------
   Charles B. Johnson

                                       7
SIGNATURE                               CAPACITY                        DATE
---------                               --------                        ----

/s/  Gregory E. Johnson                 President and Chief         May 31, 2007
---------------------------             Executive Officer
   Gregory E. Johnson                   (Principal Executive
                                        Officer), and Director

/s/  Rupert H. Johnson, Jr.             Director                    May 31, 2007
---------------------------
 Rupert H. Johnson, Jr.

/s/  Thomas H. Kean                     Director                    May 31, 2007
---------------------------
     Thomas H. Kean

/s/  Kenneth A. Lewis                   Senior Vice President,      May 31, 2007
---------------------------             Chief Financial Officer
    Kenneth A. Lewis                    and Treasurer (Principal
                                        Financial and Accounting
                                        Officer)

/s/  Chutta Ratnathicam                 Director                    May 31, 2007
---------------------------
   Chutta Ratnathicam

/s/  Peter M. Sacerdote                 Director                    May 31, 2007
---------------------------
   Peter M. Sacerdote

/s/  Laura Stein                        Director                    May 31, 2007
---------------------------
       Laura Stein

/s/  Anne M. Tatlock                    Director                    May 31, 2007
---------------------------
     Anne M. Tatlock

/s/  Louis E. Woodworth                 Director                    May 31, 2007
---------------------------
   Louis E. Woodworth

            THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Administrator of the Franklin Resources, Inc. 1998 Employee Stock
Investment Plan 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 31st day of May, 2007.

                                    FRANKLIN RESOURCES, INC.
                                    1998 EMPLOYEE STOCK INVESTMENT PLAN

                                    By:  /s/  Kenneth A. Lewis
                                       ---------------------------
                                       Name:  Kenneth A. Lewis
                                       Title  Authorized Representative of the
                                              Plan, Administrator of the
                                              Franklin Resources, Inc. 1998
                                              Employee Stock Investment Plan

                                       8
EXHIBIT INDEX

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

4.1             Registrant's 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) (SEC File No. 001-09318) (the "1994
                Annual Report").

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

4.5             Registrant's Certificate of Amendment of Certificate of
                Incorporation, as filed on February 4, 2005, incorporated by
                reference to Exhibit (3)(i)(e) to the registrant's Quarterly
                Report on Form 10-Q for the period ended December 31, 2004 (SEC
                File No. 001-09318).

4.6             Registrant's Amended and Restated By-laws (as adopted December
                13, 2006), incorporated by reference to Exhibit 3.1 to the
                registrant's Current Report on Form 8-K filed with the SEC on
                December 19, 2006 (SEC File No. 001-09318).

5               Opinion of Richards, Layton & Finger, P.A.

23.1            Consent of PricewaterhouseCoopers LLP.

23.2            Consent of Richards, Layton & Finger, P.A. (included in Exhibit
                5 hereto).

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

99              Franklin Resources, Inc. 1998 Employee Stock Incentive Plan, as
                amended and restated on December 13, 2006, incorporated by
                reference to Exhibit 10.1 to the registrant's Current Report on
                Form 8-K filed with the SEC on December 22, 2006 (SEC File No.
                001-09318).

                                       9