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): September 20, 2004
                                                       (September 20, 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


On September 20, 2004, Franklin Resources,  Inc. (the "Company")  announced that
an agreement  has been reached by two of its  subsidiaries,  Franklin  Advisers,
Inc. ("Franklin Advisers") and Franklin Templeton Alternative  Strategies,  Inc.
("FTAS"),  with the  Securities  Division of the Office of the  Secretary of the
Commonwealth  of  Massachusetts  (the  "State of  Massachusetts")  related to an
administrative  complaint  filed  February 4, 2004,  concerning  one instance of
market timing.

Under the terms of the settlement issued by the State of Massachusetts, Franklin
Advisers  and FTAS have  consented  to the entry of a cease and desist order and
agreed to pay a $5 million  administrative  fine to the State of  Massachusetts.
While  Franklin  Advisers  and  FTAS  did  not  admit  or deny  engaging  in any
wrongdoing,  the Company believes that it is in the best interest of the Company
and its funds' shareholders to settle this issue now and move forward.

The  administrative  complaint  addressed one instance of market timing that was
also a subject of the August 2, 2004 settlement that Franklin  Advisers  reached
with the Securities and Exchange Commission.


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: September 20, 2004            /s/ Murray L. Simpson
                                    Murray L. Simpson
                                    Executive Vice President and General Counsel