Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 22, 2004
                                                          (July 22, 2004)

                            FRANKLIN RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                 (State or other jurisdiction of incorporation)

         1-9318                                            13-2670991
(Commission File Number)                       (IRS Employer Identification No.)

One Franklin Parkway, San Mateo, California                              94403
     (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (650) 312-3000

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

Item 9.         Regulation FD Disclosure

The  information  furnished  pursuant  to Item 12,  "Results of  Operations  and
Financial Condition", is incorporated herein by reference.

Item 12.        Results of Operations and Financial Condition

On July 22, 2004, Franklin Resources, Inc. issued a press release announcing its
financial  results for the  quarter  ended June 30,  2004.  A copy of that press
release  is  attached  hereto  as  Exhibit  99.1 and is  incorporated  herein by

The  information  in this report,  including  the exhibit  hereto,  shall not be
deemed to be  "filed"  for the  purposes  of Section  18 of the  Securities  and
Exchange Act of 1934, or otherwise  subject to the  liabilities of that Section.
The  information  in this report,  including  the exhibit  hereto,  shall not be
incorporated  by  reference  into any  filing  of the  registrant  with the SEC,
whether  made  before  or  after  the date  hereof,  regardless  of any  general
incorporation  language  in such  filings  (unless the  registrant  specifically
states that the information or exhibit in this particular report is incorporated
by reference).


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    FRANKLIN RESOURCES, INC.

Date: July 22, 2004                 /s/ James R. Baio
                                    James R. Baio
                                    Senior Vice President and
                                    Chief Financial Officer

                                  EXHIBIT INDEX

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

99.1            Press  Release  issued  on  July 22, 2004 by Franklin Resources,