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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000038777-02-000344.txt : 20020813
<SEC-HEADER>0000038777-02-000344.hdr.sgml : 20020813
<ACCEPTANCE-DATETIME>20020813125501
ACCESSION NUMBER:		0000038777-02-000344
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020812
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		
FILED AS OF DATE:		20020813

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN RESOURCES INC
		CENTRAL INDEX KEY:			0000038777
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				132670991
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09318
		FILM NUMBER:		02728763

	BUSINESS ADDRESS:	
		STREET 1:		ONE FRANKLIN PARKWAY
		STREET 2:		BUILDING 920
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
		BUSINESS PHONE:		650-312-2000

	MAIL ADDRESS:	
		STREET 1:		FRANKLIN RESOURCES INC
		STREET 2:		ONE FRANKLIN PARKWAY
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_suo.txt
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION

                             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): August 13, 2002
                                                         (August 12, 2002)


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



  .... DELAWARE....................1-9318........................13-2670991...
  (State or other jurisdiction    (Commission                   (IRS Employer
          of incorporation)       File Number)               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)




<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.


Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.


ITEM 9. REGULATION FD DISCLOSURE

On August 12, 2002,  Franklin  Resources,  Inc.  submitted to the Securities and
Exchange  Commission (the "SEC") the Statement Under Oath of Principal Executive
Officer and Principal  Financial  Officer of Charles B.  Johnson,  the Principal
Executive Officer,  and Martin L. Flanagan,  the Principal Financial Officer, in
accordance  with the SEC's June 27, 2002 Order No. 4-460 requiring the filing of
sworn statements pursuant to Section 21(a)(1) of the Securities and Exchange Act
of 1934.


                                   SIGNATURES


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.
                                  (Registrant)


Date: August 13, 2002             /s/ Leslie M. Kratter
                                  --------------------------
                                  LESLIE M. KRATTER
                                  Senior Vice President and Secretary


                                    Exhibits

Exhibit 99.1 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange Act Filings  dated August 7, 2002 of Charles B. Johnson,
               the Principal Executive Officer.


Exhibit 99.2 - Statement Under Oath of Principal Executive Officer and Principal
               Financial Officer  Regarding Facts and Circumstances  Relating to
               Exchange  Act Filings dated August 9, 2002 of Martin L. Flanagan,
               the Principal Financial Officer.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exh99_1-cbj.txt
<DESCRIPTION>EXH 99.1-STATEMENT UNDER OATH
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------


                  STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
                     OFFICER AND PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

I, Charles B. Johnson, state and attest that:

1.   To the best of my knowledge,  based upon a review of the covered reports of
     Franklin  Resources,  Inc. and,  except as corrected or  supplemented  in a
     subsequent covered report:

     *    no covered report  contained an untrue statement of a material fact as
          of the end of the period  covered by such  report (or in the case of a
          report on Form 8-K or definitive  proxy  materials,  as of the date on
          which it was filed); and

     *    no covered  report  omitted to state a material fact necessary to make
          the statements in the covered  report,  in light of the  circumstances
          under which they were made, not misleading as of the end of the period
          covered  by such  report  (or in the case of a  report  on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

2.   I have reviewed the contents of this  statement  with the  Company's  audit
     committee.

3.   In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

     *    the Annual  Report on Form 10-K of Franklin  Resources,  Inc.  for the
          fiscal  year  ended  September  30,  2001  filed  with the  Securities
          Exchange Commission on December 26, 2001;

     *    all reports on Form 10-Q,  all reports on Form 8-K and all  definitive
          proxy materials of Franklin Resources,  Inc. filed with the Commission
          subsequent to the filing of the Form 10-K identified above; and

     *    any amendments to any of the foregoing.



/s/ Charles B. Johnson               Subscribed and sworn to (or affirmed)
- ----------------------               before me on this 7th day of August 2002.
Charles B. Johnson

Dated: August 7, 2002
                                     /s/ Dana R. Backus
                                     ------------------
                                     Notary Public

                                     My Commission Expires: 10-31-03
                                                            --------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exh99_2-mlf.txt
<DESCRIPTION>EXH 99.2-STATEMENT UNDER OATH
<TEXT>
                                                                    EXHIBIT 99.2
                                                                    ------------


                  STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
                     OFFICER AND PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

I, Martin L. Flanagan, state and attest that:

1.   To the best of my knowledge,  based upon a review of the covered reports of
     Franklin  Resources,  Inc. and,  except as corrected or  supplemented  in a
     subsequent covered report:

     *    no covered report  contained an untrue statement of a material fact as
          of the end of the period  covered by such  report (or in the case of a
          report on Form 8-K or definitive  proxy  materials,  as of the date on
          which it was filed); and

     *    no covered  report  omitted to state a material fact necessary to make
          the statements in the covered  report,  in light of the  circumstances
          under which they were made, not misleading as of the end of the period
          covered  by such  report  (or in the case of a  report  on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

2.   I have reviewed the contents of this  statement  with the  Company's  audit
     committee.

3.   In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

     *    the Annual  Report on Form 10-K of Franklin  Resources,  Inc.  for the
          fiscal  year  ended  September  30,  2001  filed  with the  Securities
          Exchange Commission on December 26, 2001;

     *    all reports on Form 10-Q,  all reports on Form 8-K and all  definitive
          proxy materials of Franklin Resources,  Inc. filed with the Commission
          subsequent to the filing of the Form 10-K identified above; and

     *    any amendments to any of the foregoing.



/s/ Martin L. Flanagan           Subscribed and sworn to (or affirmed)
- ----------------------           before me on this 9 day of August 2002.
Martin L. Flanagan

Dated: August 9, 2002
                                     /s/ Debbie L. Vole
                                     ---------------------------
                                     Notary Public

                                     My Commission Expires: 12-22-02
                                                            --------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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