-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SAsa4xKcSA0Cej3d6ynl7YHpY8d/7HfXOEk1gp0DX/at9ulVE5Okxr8mx1uW6+Pa
 LFySRT8comiN5UOZ/BObeg==

<SEC-DOCUMENT>0000038777-04-000549.txt : 20041112
<SEC-HEADER>0000038777-04-000549.hdr.sgml : 20041111
<ACCEPTANCE-DATETIME>20041112154349
ACCESSION NUMBER:		0000038777-04-000549
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041108
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041112
DATE AS OF CHANGE:		20041112

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:		041139140

	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_111204.txt
<TEXT>


                                  UNITED STATES
                       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):         November 8, 2004




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



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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

RESTRICTED STOCK AWARDS
- -----------------------

On November 8, 2004, the  Compensation  Committee of the Board of Directors (the
"Compensation  Committee") of Franklin Resources,  Inc. (the "Company") approved
restricted  stock awards ("RSA")  granting common stock ("Stock") of the Company
under the Company's  2002  Universal  Stock  Incentive Plan (the "2002 USIP") to
certain of the Company's  executive  officers.  Each of the following  executive
officers of the Company received the following  number of shares of Stock:  Anne
M. Tatlock,  Vice  Chairman:  6,272 shares;  Murray L. Simpson,  Executive  Vice
President  and  General  Counsel:  3,920  shares;  James R.  Baio,  Senior  Vice
President and Chief Financial  Officer:  3,607 shares;  Jennifer J. Bolt, Senior
Vice President and Chief Information Officer:  3,763 shares;  Leslie M. Kratter,
Senior  Vice  President  and  Assistant  Secretary:  2,979  shares;  Penelope S.
Alexander,  Vice  President,  Human  Resources - U.S.:  1,380  shares;  Holly E.
Gibson, Vice President, Corporate Communications:  784 shares; Barbara J. Green,
Vice President,  Deputy General Counsel and Secretary:  1,317 shares; Kenneth A.
Lewis,  Vice  President  and  Treasurer:  1,412  shares;  Charles R. Sims,  Vice
President: 2,352 shares; John M. Lusk, Vice President: 2,352 shares.

The Company has  entered  into a  Restricted  Stock  Award  Agreement  (the "RSA
Agreement") with each of the executive  officers listed above.  Each RSA awarded
to such  executive  officers  of the  Company  has an  effective  grant  date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture under certain events described in the RSA Agreement.

A copy of the 2002 USIP was filed as Exhibit  10.68 to the  Company's  Report on
Form 10-Q for the quarterly  period ended  December 31, 2002. A copy of the form
of the RSA Agreement and Notice of  Restricted  Stock Award  ("Notice of Award")
under the 2002 USIP is filed herewith as Exhibit 10.74. Each of the foregoing is
incorporated herein by reference.

The  following  is a summary of the  principal  terms of the RSA  Agreement  and
Notice of Award,  which are qualified in their  entirety by reference to Exhibit
10.74:

RESTRICTED  STOCK  AWARD.  The Company  issues to  participants,  including  the
executive  officers  (the  "Participant")  shares  of Stock as set  forth in the
Notice of Award,  subject to the rights of and  limitations  on  Participant  as
owner as set forth in the RSA  Agreement.  All shares of Stock issued are deemed
to be  issued  to  Participant  as fully  paid and non  assessable  shares,  and
Participant  has all rights of a  shareholder,  including  the right to vote, to
receive dividends (including stock dividends), to participate in stock splits or
other recapitalizations,  and to exchange such shares in a merger, consolidation
or other reorganization.

TRANSFER RESTRICTION. No Stock issued to Participant may be sold, transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant  prior to the date on which it becomes  vested.  Participant  is not
precluded from  exchanging the Stock awarded  pursuant to a cash or stock tender
offer, merger, reorganization or consolidation.  Any securities (including stock
dividends and stock  splits)  received with respect to shares of Stock which are
not yet vested are  subject to the RSA  Agreement  in the same manner and become
fully vested at the same time as the Stock with respect to which such additional
securities were issued.

<PAGE>

VESTING.   Participant's  interest  in  the  Stock  awarded  becomes vested  and
nonforfeitable in accordance with the Vesting Schedule in the Notice of Award so
long as Participant maintains continuous status as an employee of the Company or
a Subsidiary. If Participant ceases to maintain continuous status as an employee
of the  Company or any of its  subsidiaries  for any reason  other than death or
disability,  all  shares  of  Stock to the  extent  not yet  vested  on the date
Participant ceases to be a full-time employee are forfeited by Participant.

If Participant dies or in the event of termination of  Participant's  continuous
status as an employee as a result of  disability  while a full-time  employee of
the Company or any of its subsidiaries,  Participant's interest in all shares of
Stock awarded become fully vested and  nonforfeitable as of the date of death or
termination of employment on account of such  disability.  Unless changed by the
Board,  "disability"  means that the  Participant  ceases to be an  employee  on
account of permanent and total  disability as a result of which the  Participant
shall be eligible for payments under the Company's long term disability policy.

STOCK OPTION GRANT
- ------------------

On November 8, 2004,  the  Compensation  Committee  also approved a stock option
grant to purchase  1,506  shares of Stock under the 2002 USIP to Donna S. Ikeda,
Vice  President,  Human  Resources -  International.  Ms.  Ikeda is an executive
officer of the Company.

The Company has entered into a Stock Option  Agreement (the "Option  Agreement")
with Ms. Ikeda.  Each option granted to Ms. Ikeda has an effective grant date of
November 8, 2004, and is subject to annual vesting in equal  installments over a
three-year  period and will vest  one-third on September 30, 2005,  one-third on
September 29, 2006 and one-third on September 28, 2007,  subject to  accelerated
vesting or forfeiture  under certain events  described in the Option  Agreement.
The option may be exercised only until September 30, 2009, the expiration  date.
The exercise price of the shares is $55.81 per share.

A copy of the form of the Stock Option  Agreement  and Notice of Grant are filed
herewith as Exhibit  10.75.  Each of the  foregoing  is  incorporated  herein by
reference.

The  following is a summary of the principal  terms of the Option  Agreement and
Notice of Stock Option Grant, which are qualified in their entirety by reference
to Exhibit 10.75:

GRANT OF OPTION.  The Company  grants to the optionees  ("Optionee"),  including
executive  officers,  named in a notice of grant  (the  "Notice of  Grant"),  an
option (the  "Option")  to purchase a number of shares  (the  "Shares"),  as set
forth in the Notice of Grant,  at the exercise  price per share set forth in the
Notice of Grant (the  "Exercise  Price"),  subject to the terms,  conditions and
definitions 2002 USIP, adopted by the Company.

EXERCISE OF OPTION.
Right to Exercise.  The Option is exercisable during its term in accordance with
the  exercise  schedule  set out in the  Notice  of  Grant  and  the  applicable
provisions of the 2002 USIP and the Option Agreement.

Method of Payment.  Payment of the aggregate  Exercise Price may be made in cash
or Shares, valued at fair market value on the date of exercise.

TERMINATION OF EMPLOYMENT.  In the event of termination of Optionee's continuous
status as an employee,  Optionee may, to the extent otherwise so entitled at the
date of such termination  (the  "Termination  Date"),  exercise the Option for a
period of ninety  (90) days after the  Termination  Date (but in no event  later
than

<PAGE>

the expiration date of the Option). To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
the Option within the time specified herein, the Option shall terminate.

DISABILITY OF OPTIONEE.  In the event of  termination  of Optionee's  continuous
status as an employee as a result of  disability,  Optionee may, but only within
six (6)  months  from  the  Termination  Date  (but in no event  later  than the
expiration  date of the Option),  exercise the Option in full, even if the right
to  exercise  shall not have  otherwise  accrued  at the date of such  total and
permanent  disability.  All rights to exercise the Option shall expire and be of
no further  force or effect after such six month period.  Unless  changed by the
Compensation  Committee,  "disability"  means that the Optionee  ceases to be an
employee on account of permanent  and total  disability as a result of which the
Optionee shall be eligible for payments under the Company's long term disability
policy applicable to the Optionee.  To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise
such Option (to the extent  otherwise  so  entitled)  within the time  specified
herein, the Option shall terminate.

DEATH OF  OPTIONEE.  In the event of the death of  Optionee,  the  Option may be
exercised in full at any time within six (6) months  following the date of death
(but in no event later than expiration date of the Option), by Optionee's estate
or by a person  who  acquired  the right to  exercise  the  Option by bequest or
inheritance,  even if the right to exercise shall not have otherwise  accrued at
the date of death.  All rights to exercise  the Option shall expire and be of no
further force or effect after such six month period.

TERM OF OPTION.  The Option may be exercised only until the expiration  date set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the 2002 USIP and the terms of the Option Agreement.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits:

          EXHIBIT NO.       DESCRIPTION
          -----------       -----------

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan


          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan


<PAGE>




                                   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: November 12, 2004       /s/ Barbara J. Green
                              ----------------------------
                              Barbara J. Green
                              Vice President, Deputy General Counsel
                              and Secretary


<PAGE>



                                  EXHIBIT INDEX


          EXHIBIT NO.       DESCRIPTION

          10.74             Form of Restricted Stock Award Agreement and  Notice
                            of  Restricted Stock Award  under the Company's 2002
                            Universal Stock Incentive Plan

          10.75             Form of Stock Option Agreement  and  Notice of Stock
                            Option  Grant  under  the  Company's  2002 Universal
                            Stock Incentive Plan



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10-74.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.74
                                                                   -------------


                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------


This Restricted Stock Award Agreement (this "Agreement") is made as of the Award
Date set forth in the Notice of  Restricted  Stock Award (the "Notice of Award")
between  Franklin  Resources,  Inc. (the  "Company") and the  Participant  named
therein ("Participant").

                                   WITNESSETH:

     WHEREAS,  the Board of  Directors  of the Company has adopted the  Franklin
Resources,   Inc.  2002  Universal  Stock  Incentive  Plan  (the  "2002  Plan"),
authorizing  the grant of common  stock of the  Company  ("Stock")  to  eligible
individuals in connection  with the  performance of services for the Company and
its Subsidiaries,  as defined in said 2002 Plan, which is incorporated herein by
this  reference  (capitalized  terms used but not defined in this Agreement have
the meaning set forth in the 2002 Plan);

     WHEREAS,  the  Board of  Directors  of the  Company  has also  adopted  the
Franklin Resources, Inc. Amended and Restated Annual Incentive Compensation Plan
(the "AIP") to reward eligible individuals for contributions made to the Company
by  providing  them an  opportunity  to receive an award based on the  Company's
performance during a particular fiscal year;

     WHEREAS,  awards  under the AIP may be paid in Stock  pursuant  to the 2002
Plan; and

     WHEREAS,   the  Company   recognizes  the  efforts  and   contributions  of
Participant on behalf of the Company and its  Subsidiaries  and, as a reward for
such efforts and  contributions,  has determined to pay the Participant an award
under  the AIP in Stock  provided  for in this  Agreement,  subject  to  certain
restrictions.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  premises and of the
mutual covenants herein contained, the parties hereto hereby agree as follows:

     1. RESTRICTED STOCK AWARD. The Company is issuing to Participant  shares of
Stock as set  forth  in the  Notice  of  Award,  subject  to the  rights  of and
limitations on Participant as owner thereof as set forth in this Agreement. Such
shares are being  issued in book entry form and  maintained  on the books of the
Bank of New York, the Company's  transfer agent, or any successor  thereto.  All
shares of Stock issued  hereunder shall be deemed issued to Participant as fully
paid and non  assessable  shares,  and  Participant  shall  have all rights of a
shareholder  with  respect  thereto,  including  the right to vote,  to  receive
dividends  (including stock dividends),  to participate in stock splits or other
recapitalizations,  and to exchange  such shares in a merger,  consolidation  or
other reorganization. The Company shall pay any applicable stock transfer taxes.
Participant  hereby  acknowledges that Participant is acquiring the Stock issued
hereunder for investment and not with a view to the  distribution  thereof,  and
that  Participant  does not intend to  subdivide  Participant's  interest in the
Stock with any other person.

     2. TRANSFER RESTRICTION.

     (a) No Stock issued to Participant hereunder shall be sold,  transferred by
gift,  pledged,  hypothecated,  or  otherwise  transferred  or  disposed  of  by
Participant prior to the date on which it becomes vested under paragraph 3. This
paragraph shall not preclude the  Participant  from exchanging the Stock

<PAGE>

awarded   hereunder   pursuant  to  a  cash  or  stock  tender  offer,   merger,
reorganization or consolidation.  Notwithstanding the foregoing,  any securities
(including  stock dividends and stock splits) received with respect to shares of
Stock  which  are not yet  vested  under  paragraph  3 shall be  subject  to the
provisions of this Agreement in the same manner and shall become fully vested at
the same time as the Stock with respect to which such additional securities were
issued.

     (b) Participant acknowledges that, from time to time, the Company may be in
a "Blackout  Period"  and/or  subject to applicable  securities  laws that could
subject the Participant to liability for engaging in any  transaction  involving
the sale of the Company's shares.  Participant  further  acknowledges and agrees
that,  prior  to the  sale  of any  shares  acquired  under  this  Award,  it is
Participant's  responsibility  to  determine  whether or not such sale of shares
will subject  Participant  to liability  under  insider  trading  rules or other
applicable securities laws.

     3. VESTING.

     (a)  Participant's  interest in the Stock awarded  under  paragraph 1 shall
become vested and  nonforfeitable in accordance with the Vesting Schedule in the
Notice  of  Award  so long as  Participant  maintains  Continuous  Status  as an
Employee of the Company or a Subsidiary. Upon vesting, the Company shall, within
thirty  (30) days of such  vesting,  deliver  to  Participant  the  certificates
evidencing the nonforfeitable shares,  provided the withholding  requirements of
paragraph 4 have been satisfied.

     (b) If Participant  ceases to maintain  Continuous Status as an Employee of
the  Company  or any of its  Subsidiaries  for any  reason  other  than death or
disability (as described in subparagraph (c)), all shares of Stock to the extent
not yet vested under  subparagraph  (a) on the date  Participant  ceases to be a
full-time  employee  shall be forfeited by  Participant  without  payment of any
consideration to Participant therefor. Any shares of Stock so forfeited shall be
canceled and returned to the status of  authorized  but unissued  shares,  to be
held for future distributions by the Company's 2002 Plan.

     (c) If Participant  dies or in the event of  termination  of  Participant's
Continuous Status as an Employee as a result of disability (as determined by the
Board in accordance with the policies of the Company) while a full-time employee
of the Company or any of its Subsidiaries,  Participant's interest in all shares
of Stock awarded  hereunder shall become fully vested and  nonforfeitable  as of
the date of death or  termination  of employment on account of such  disability.
Unless changed by the Board,  "disability"  means that the Participant ceases to
be an employee on account of permanent and total disability as a result of which
the  Participant  shall be eligible for payments  under the Company's  long term
disability policy.

     4. WITHHOLDING OF TAXES.

     (a) GENERAL. Participant is ultimately liable and responsible for all taxes
owed by  Participant  in connection  with the Stock  awarded,  regardless of any
action the  Company  or any of its  Subsidiaries  takes with  respect to any tax
withholding obligations that arise in connection with the Stock awarded. Neither
the Company nor any of its Subsidiaries  makes any representation or undertaking
regarding the treatment of any tax  withholding in connection  with the grant or
vesting  of the Stock  awarded  or the  subsequent  sale of any of the shares of
Stock.  The  Company  and  its  Subsidiaries  do not  commit  and are  under  no
obligation  to  structure  the award to reduce or  eliminate  Participant's  tax
liability.

     (b) PAYMENT OF WITHHOLDING TAXES. Prior to any event in connection with the
Stock awarded (e.g.,  vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding

<PAGE>



Obligation"),  Participant  must  arrange  for the  satisfaction  of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company.

          (i) BY SHARE WITHHOLDING. Unless Participant determines to satisfy the
Tax  Withholding  Obligation by some other means in accordance with clause (iii)
below,  Participant  authorizes  the  Company  (in  the  exercise  of  its  sole
discretion) to withhold from those shares of Stock  issuable to Participant  the
whole  number of  shares  sufficient  to  satisfy  the  minimum  applicable  Tax
Withholding  Obligation.  Participant  acknowledges that the withheld shares may
not be sufficient to satisfy Participant's  minimum Tax Withholding  Obligation.
Accordingly, Participant agrees to pay to the Company or any of its Subsidiaries
as soon as practicable,  including through additional payroll  withholding,  any
amount  of  the  Tax  Withholding  Obligation  that  is  not  satisfied  by  the
withholding of shares described above.  Share withholding will generally be used
to satisfy the minimum Tax Withholding  Obligation of individuals subject to the
short-swing profit  restrictions of Section 16(b) of the Securities Exchange Act
of 1934, as amended.

          (ii) BY SALE OF SHARES.  Unless Participant  determines to satisfy the
Tax  Withholding  Obligation by some other means in accordance with clause (iii)
below,  Participant's acceptance of the Stock awarded constitutes  Participant's
instruction and  authorization  to the Company and any brokerage firm determined
acceptable  to the Company for such  purpose to sell on  Participant's  behalf a
whole number of shares from those shares of Stock issuable to Participant as the
Company  determines to be  appropriate  to generate cash proceeds  sufficient to
satisfy the minimum applicable Tax Withholding  Obligation.  Such shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon  thereafter as  practicable.  Participant  will be  responsible  for all
broker's fees and other costs of sale, and  Participant  agrees to indemnify and
hold the Company harmless from any losses,  costs, damages, or expenses relating
to any such sale.  To the extent the proceeds of such sale exceed  Participant's
minimum Tax  Withholding  Obligation,  the Company  agrees to pay such excess in
cash to Participant.  Participant  acknowledges that the Company or its designee
is under no obligation  to arrange for such sale at any  particular  price,  and
that  the  proceeds  of  any  such  sale  may  not  be   sufficient  to  satisfy
Participant's  minimum  Tax  Withholding  Obligation.  Accordingly,  Participant
agrees to pay to the Company or any of its  Subsidiaries as soon as practicable,
including through additional payroll withholding,  any amount of the minimum Tax
Withholding  Obligation  that is not  satisfied by the sale of shares  described
above.

          (iii) BY CHECK,  WIRE  TRANSFER OR OTHER  MEANS.  At any time not less
than five (5) business  days (or such fewer number of days as  determined by the
Committee or its designee) before any Tax Withholding Obligation arises (e.g., a
vesting  date),  Participant  may elect to  satisfy  Participant's  minimum  Tax
Withholding  Obligation  by delivering to the Company an amount that the Company
determines is sufficient  to satisfy the minimum Tax  Withholding  Obligation by
(x) wire  transfer to such account as the Company may direct,  (y) delivery of a
certified  check  payable to the  Company,  or (z) such other means as specified
from time to time by the Committee or its designee.

     5. SUCCESSORS.  This Agreement shall be binding upon and shall inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators, successors and assigns. Nothing contained in the Amended Plan or
this Agreement  shall be interpreted as imposing any liability on the Company or
the Committee in favor of any  Participant or any purchaser or other  transferee
of Stock with respect to any loss,  cost or expense  which such  Participant  or
purchaser  may incur in  connection  with,  or  arising  out of any  transaction
involving any shares of Stock subject to the 2002 Plan or this Agreement.

     6. INTEGRATION.  The terms of the 2002 Plan and this Agreement are intended
by the Company and the Participant to be the final expression of their agreement
with respect to the shares of Stock and may not be  contradicted  by evidence of
any prior or  contemporaneous  agreement.  The Company and  Participant  further
intend that the 2002 Plan and this Agreement  shall  constitute the complete and
exclusive statement

<PAGE>

of their terms and that no extrinsic  evidence  whatsoever  may be introduced in
any arbitration,  judicial,  administrative or other legal proceeding  involving
the 2002 Plan or this Agreement.  Accordingly,  the 2002 Plan and this Agreement
contain the entire  understanding  between the parties and  supersede  all prior
oral, written and implied agreements, understandings,  commitments and practices
among the parties.

     7. WAIVERS. Any failure to enforce any terms or conditions of the 2002 Plan
or this Agreement by the Company or by Participant  shall not be deemed a waiver
of that term or condition,  nor shall any waiver or  relinquishment of any right
or power for all or any other times.

     8.  SEVERABILITY  OF PROVISIONS.  If any provision of the 2002 Plan or this
Agreement   shall  be  held  invalid  or   unenforceable,   such  invalidity  or
unenforceability  shall not affect any other provision thereof;  and the Amended
Plan and this  Agreement  shall be construed  and enforced as if neither of them
included such provision.

     9. COMMITTEE DECISIONS  CONCLUSIVE.  All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.

     10.  MANDATORY  ARBITRATION.  To the extent  permitted  by law, any dispute
arising  out  of or  relating  to  this  Agreement,  including  its  meaning  or
interpretation,  shall be resolved  solely by  arbitration  before an arbitrator
selected in accordance with the rules of the American  Arbitration  Association.
The  location  for  the  arbitration  shall  be  in  the  county  or  comparable
jurisdiction of Participant's employment.  Judgment on the award rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the  arbitrator's  fees.  All statutes of  limitation  which would  otherwise be
applicable shall apply to any arbitration  proceeding under this paragraph.  The
provisions  of this  paragraph  are  intended by  Participant  and Company to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement.  The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have  jurisdiction and authority to make any other award of any type,  including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.

     11.  DELAWARE  LAW. The 2002 Plan,  the Notice of Award and this  Agreement
shall be construed  and enforced  according to the laws of the State of Delaware
to the extent not preempted by the federal laws of the United States of America.



<PAGE>

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        NOTICE OF RESTRICTED STOCK AWARD
                        --------------------------------

     Participant's Name:

     Address:


     Franklin  Resources,  Inc.  (the  "Company")  recognizes  your  efforts and
contributions on behalf of the Company and its Subsidiaries and, as a reward for
such efforts and  contributions,  has awarded you shares of Company Common Stock
as described in the Restricted Stock Award Agreement (the "Award Agreement") and
this Notice of Restricted Stock Award (collectively, the "Award") as follows:

     Award Number                         ______________________________________

     Award Date                           ______________________________________

     Grant Price Per Share

     Total Number of Shares Awarded       ______________________________________


        VESTING SCHEDULE                                  NUMBER OF SHARES
        ----------------                                  ----------------



     Participant  acknowledges  and agrees that the shares subject to this Award
shall vest only by Participant  continuing employment at the will of the Company
(not  through the act of being  hired,  being  granted  this award or  acquiring
shares hereunder).  Participant further  acknowledges and agrees that nothing in
this Award nor in the Company's 2002 Universal  Stock  Incentive Plan (the "2002
Plan"),  which is incorporated  herein by this reference,  affects the Company's
right to terminate,  or to change the terms of, the Participant's  employment at
any time, with or without cause.

     Participant  acknowledges  that, from time to time, the Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject the Participant to liability for engaging in any  transaction  involving
the sale of the Company's shares.  Participant  further  acknowledges and agrees
that,  prior  to the  sale  of any  shares  acquired  under  this  Award,  it is
Participant's  responsibility  to  determine  whether or not such sale of shares
will subject  Participant  to liability  under  insider  trading  rules or other
applicable securities laws.

     Participant  understands that the Award is subject to Participant's consent
to  access  the  2002  Plan  prospectus,  the 2002  Plan,  the  Award  Agreement
(collectively,  the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet.  By signing below and accepting the grant of the
Award,  you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan  Documents via the Company's  Intranet;  (ii) represent
that you have access to the Company's Intranet; (iii)

<PAGE>

acknowledge  receipt of electronic copies, or that you are already in possession
of paper  copies,  of the 2002 Plan  Documents  and the  Company's  2002  Annual
Report;  and (iv)  acknowledge  that you are familiar  with and accept the Award
subject to the terms and provisions of the 2002 Plan Documents.

     Participant  may  receive  paper  copies  of the  2002  Plan  Documents  by
requesting  them in writing  addressed to Stock  Administration  at One Franklin
Parkway, San Mateo, CA 94403-1906.

     In  the  event  of  my  death,  I  hereby  designate  the  following  as my
beneficiary(ies)  to receive all  payments and shares due to me pursuant to this
Award.  Please note that this designation  applies only to this Award and not to
any prior awards or grants under the 2002 Plan.


     NAME: (Please print):____________________________________________
                           (First)       (Middle)       (Last)


     SSN/SIN/National Tax ID:_________________________________________

     ADDRESS:             ____________________________________________

                          ____________________________________________
                          (Please include Country and Zip/Postal Code)

     TELEPHONE NO.:       ____________________________________________
                          (Please include country and/or area code)


     RELATIONSHIP:        ____________________________________________

     PERCENTAGE:          ____________________________________________
                          (Enter the % you wish your beneficiary(ies)
                           to receive)

     By  your  electronic  signature  and by  the  acceptance  of the  Company's
representative  below, you and the Company agree that the Award is granted under
and  governed  by the  terms  and  conditions  of the 2002  Plan  and the  Award
Agreement.

PARTICIPANT:                                FRANKLIN RESOURCES, INC.


- ----------------------------------------    ----------------------------------
Participant's Name                          Barbara J. Green, Vice President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-75.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.75
                                                                   -------------


                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                             STOCK OPTION AGREEMENT
                             ----------------------


     1. GRANT OF OPTION.  FRANKLIN RESOURCES,  INC, a Delaware  corporation (the
"Company"),  hereby grants to the Optionee (the "Optionee")  named in the Notice
of  Grant,  an option  (the  "Option")  to  purchase  a number  of  shares  (the
"Shares"),  as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise  Price"),  subject to the terms,
conditions and definitions of the 2002 Universal Stock Incentive Plan (the "2002
Plan"),  adopted by the Company,  which is incorporated herein by reference.  In
the event of a conflict  between the terms and  conditions  of the 2002 Plan and
the  terms  and   conditions  of  this  Stock  Option   Agreement  (the  "Option
Agreement"),  the terms and  conditions of the 2002 Plan shall  prevail.  Unless
otherwise defined herein, the terms defined in the 2002 Plan shall have the same
defined meanings in this Option Agreement.

     If  designated in the Notice of Grant as an Incentive  Stock  Option,  this
Option is intended to qualify as an Incentive  Stock Option under Section 422 of
the Code.

     2. EXERCISE OF OPTION.

     (a) RIGHT TO  EXERCISE.  This  Option  is  exercisable  during  its term in
accordance  with the  Exercise  Schedule  set out in the Notice of Grant and the
applicable provisions of the 2002 Plan and this Option Agreement.

     (b) METHOD OF  EXERCISE.  This  Option is  exercisable  by  delivery  of an
exercise  notice,  in the form  provided  by the  Company  and  attached to this
Agreement  as  Attachment  1 (the  "Exercise  Notice"),  which  shall  state the
election  to exercise  the Option,  the number of Shares in respect of which the
Option is being exercised (the  "Exercised  Shares") and the manner of exercise.
The  Exercise  Notice  shall be signed by the Optionee and shall be delivered to
the  Secretary of the  Company.  The Exercise  Notice  shall be  accompanied  by
payment of the aggregate Exercise Price as to all Exercised Shares.  This Option
shall be deemed to be  exercised  upon  receipt  by the  Company  of such  fully
executed  Exercise Notice  accompanied by such aggregate  Exercise Price in good
funds.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such issuance and exercise complies with all relevant  provisions of law and the
requirements  of any stock  exchange  upon  which the  Shares  are then  listed.
Assuming such compliance,  for income tax purposes the Exercised Shares shall be
considered  transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

     3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be made
in United States dollars by delivery of (i) cash, (ii) check, or in the sole and
absolute discretion of the Company (iii) authorization for the Company to retain
from the total  number of Exercised  Shares that number of Shares  having a Fair
Market Value on the date of exercise  equal to the Exercise  Price for the total
number of Exercised Shares, or (iv) authorization for a broker designated by the
Company to sell that number of  Exercised  Shares  having a Fair Market Value on
the date of  exercise  equal to the  Exercise  Price  for the  total  number  of
Exercised   Shares,  or  (v)  by  delivery  of  other  shares  (by  delivery  of
certificates  or  attestation)  which (x) either have been owned by the Optionee
for more than six months on the date of surrender or

<PAGE>

were not acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender  equal to the aggregate  exercise price of
the Shares as to which said Option shall be exercised.

     4. RESTRICTIONS ON EXERCISE.

     (a) This Option may not be  exercised  if the  issuance of such Shares upon
such  exercise or the method of payment of  consideration  for such shares would
constitute  a  violation  of any  applicable  United  States  federal  or  state
securities  or other law or  regulation,  including  any rule  under Part 207 of
Title 12 of the Code of Federal  Regulations  ("Regulation G") as promulgated by
the Federal Reserve Board, or applicable laws of any jurisdiction  pertaining to
the Optionee.

     (b) Optionee  acknowledges that, from time to time, the Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject the Optionee to liability for engaging in any transaction  involving the
sale of the Company's  shares.  Optionee  further  acknowledges and agrees that,
prior to the sale of any shares  acquired  under this  Award,  it is  Optionee's
responsibility  to  determine  whether or not such sale of shares  will  subject
Optionee to liability under insider trading rules or other applicable securities
laws.

     5. TERMINATION OF  RELATIONSHIP.  In the event of termination of Optionee's
Continuous  Status as an  Employee,  Optionee  may, to the extent  otherwise  so
entitled at the date of such termination (the "Termination Date"), exercise this
Option for a period of ninety  (90) days after the  Termination  Date (but in no
event  later than the  Expiration  Date).  To the extent that  Optionee  was not
entitled to exercise  this Option at the  Termination  Date, or if Optionee does
not exercise  this Option  within the time  specified  herein,  the Option shall
terminate.

     6.  DISABILITY  OF OPTIONEE.  Notwithstanding  the  provisions of Section 5
above,  in the  event of  termination  of  Optionee's  Continuous  Status  as an
Employee as a result of  disability  (as  determined  by the Board in accordance
with the policies of the Company),  Optionee may, but only within six (6) months
from the  Termination  Date (but in no event  later than the  Expiration  Date),
exercise  the  Option  in full,  even if the  right to  exercise  shall not have
otherwise accrued at the date of such total and permanent disability. All rights
to exercise the Option  shall expire and be of no further  force or effect after
such six month period. Unless changed by the Board,  "disability" means that the
Optionee  ceases to be an employee on account of permanent and total  disability
as a result of which the  Optionee  shall be  eligible  for  payments  under the
Company's long term disability policy applicable to the Optionee.  To the extent
that Optionee was not entitled to exercise the Option at the  Termination  Date,
or if  Optionee  does not  exercise  such  Option  (to the extent  otherwise  so
entitled) within the time specified herein, the Option shall terminate.

     7. DEATH OF OPTIONEE. In the event of the death of Optionee, the Option may
be  exercised  in full at any time within six (6) months  following  the date of
death (but in no event later than Expiration Date), by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or  inheritance,
even if the right to exercise  shall not have  otherwise  accrued at the date of
death. All rights to exercise the Option shall expire and be of no further force
or effect after such six month period.

     8. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee.  The terms of
this  Option  shall  be  binding  upon  the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

     9. TERM OF OPTION.  This Option may be exercised  only until the Expiration
Date set out in the Notice of Grant,  and may be exercised during such term only
in accordance  with the 2002 Plan and the

<PAGE>

terms of this  Option.  The  limitations  set out in  Section 2 of the 2002 Plan
regarding  option  terms and  options  granted  to more than ten  percent  (10%)
shareholders shall apply to this Option.

     10. TAX  CONSEQUENCES.  There are various tax consequences  applicable upon
the  exercise of this stock  option and the sale of stock  acquired  thereunder.
Additionally,  if this  Option  is an  Incentive  Stock  Option  that  is  first
exercisable  for more than  $100,000  worth of Shares in any  calendar  year (as
calculated based on fair market value at the date of grant),  the portion of the
Option  first  exercisable  for greater  than  $100,000  worth of Shares will be
treated as a  nonstatutory  stock option for tax purposes,  notwithstanding  the
designation  as an Incentive  Stock Option on the Notice of Grant.  THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING  THIS OPTION OR DISPOSING OF THE
SHARES.

     11. ADJUSTMENTS. Exercise of the Option, as provided for above, may be made
in full or in part,  except that, in the event of an adjustment in the number of
shares  covered by this Option,  as provided for in the 2002 Plan,  resulting in
other than a whole number of shares,  then the Option may not be exercised for a
fraction of a share,  but shall be deemed to be for the nearest  whole number of
shares  following  standard  rounding  principles.  Payments  hereunder shall be
rounded to the nearest cent following standard rounding principles.

     12.  WAIVERS.  Any failure to enforce any terms or  conditions  of the 2002
Plan or this  Agreement  by the  Company  or by  Optionee  shall not be deemed a
waiver of that term or condition,  nor shall any waiver or relinquishment of any
right or power for all or any other times.

     13.  SEVERABILITY OF PROVISIONS.  If any provision of the 2002 Plan or this
Agreement   shall  be  held  invalid  or   unenforceable,   such  invalidity  or
unenforceability shall not affect any other provision thereof; and the 2002 Plan
and this  Agreement  shall be  construed  and  enforced  as if  neither  of them
included such provision.

     14. COMMITTEE DECISIONS CONCLUSIVE.  All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.

     15.  MANDATORY  ARBITRATION.  To the extent  permitted  by law, any dispute
arising  out  of or  relating  to  this  Agreement,  including  its  meaning  or
interpretation,  shall be resolved  solely by  arbitration  before an arbitrator
selected in accordance with the rules of the American  Arbitration  Association.
The  location  for  the  arbitration  shall  be  in  the  county  or  comparable
jurisdiction  of Optionee's  employment.  Judgment on the award  rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the  arbitrator's  fees.  All statutes of  limitation  which would  otherwise be
applicable shall apply to any arbitration  proceeding under this paragraph.  The
provisions  of this  paragraph  are  intended  by  Optionee  and  Company  to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement.  The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have  jurisdiction and authority to make any other award of any type,  including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.

     16.  DELAWARE LAW. The 2002 Plan and this Option  (including  the Notice of
Grant, the Option  Agreement and any attachments  hereto) shall be construed and
enforced  according  to the laws of the  State of  Delaware  to the  extent  not
preempted by the federal laws of the United States of America.


<PAGE>



                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                        ATTACHMENT 1 TO OPTION AGREEMENT
                        --------------------------------

                    EXERCISE NOTICE FOR OPTION GRANT #______

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403-1906
Attn:  Corporate Secretary

This Notice is to inform you that the undersigned  hereby elects to exercise the
option  granted on  ___________  pursuant to Stock Option  Grant Number  _______
under the Franklin Resources,  Inc. 2002 Universal Stock Incentive Plan. By this
Notice,  the  undersigned  hereby elects to exercise the foregoing  option as to
__________  shares at the Exercise Price of US$________ per Share for a total of
US$_____________.

I understand that the Company  requires me to provide for withholding  taxes, if
any, at the time of exercise.  I hereby authorize the Company to withhold Shares
or, if exercised  prior to my  termination  from  employment at the Company,  to
deduct from my next payroll check to cover  withholding due with respect to this
exercise.

Unless I indicate  otherwise  below,  please issue a single  certificate for the
total number of shares and send it to the following address:


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

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

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





- ---------------------------
Signature


- ---------------------------
Print or type name


- ---------------------------
Date

<PAGE>

                            FRANKLIN RESOURCES, INC.
                       2002 UNIVERSAL STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

     Optionee's Name:
     Address:



     You have been granted an option,  consisting of the Stock Option  Agreement
(the "Option Agreement"),  an electronic copy of which is available as described
below,  and this Notice of Stock Option Grant  (collectively,  the  "Option") to
purchase Common Stock of Franklin Resources, Inc. (the "Company"), as follows:

     Grant Number                           ____________________________________

     Grant Date                             ____________________________________

     Exercise Price Per Share               ____________________________________

     Total Number of Options                ____________________________________

     Expiration Date                        ____________________________________

     This grant is  intended to be an  incentive  stock  option  ("ISO") for the
first  $100,000  in  value  which  is  exercisable  in  a  calendar  year  after
aggregating all exercisable option grants from the Company to the recipient. The
ISO status of a grant is relevant  only for U.S. tax purposes and is governed by
U.S. tax regulations, as set forth in Section 10 of the Option Agreement. Please
consult your tax adviser for the impact on your U.S.  taxes,  if applicable,  of
incentive and non-qualified stock options at the time of exercise.

     EXERCISE  SCHEDULE  The Option may be  exercised,  in whole or in part,  in
accordance with the schedule set out below.

     EXERCISE DATE                             NUMBER OF SHARES
     -------------                             ----------------




     TERMINATION  PERIOD. The Option may be exercised for ninety (90) days after
termination  of  employment  except as set out in Sections 6 and 7 of the Option
Agreement (but in no event later than the Expiration Date).

     Optionee  acknowledges  and  agrees  that the  ability to  exercise  shares
pursuant to the Option is earned only by  continuing  employment  at the will of
the Company (not through the act of being  hired,  being  granted this option or
acquiring  shares  hereunder).  Optionee  further  acknowledges  and agrees that
nothing in the Option,  the Option Agreement nor in the Company's 2002 Universal
Stock  Incentive Plan (the "2002 Plan"),  which is  incorporated  herein by this
reference,  affects the Company's right to terminate, or to change the terms of,
the Optionee's employment at any time, with or without cause.

<PAGE>

     Optionee  acknowledges  that,  from time to time,  the  Company may be in a
"Blackout  Period"  and/or  subject  to  applicable  securities  laws that could
subject Optionee to liability for engaging in any transaction involving the sale
of the Company's shares. Optionee further acknowledges and agrees that, prior to
the  sale  of  any  shares   acquired  under  this  Option,   it  is  Optionee's
responsibility  to  determine  whether or not such sale of shares  will  subject
Optionee to liability under insider trading rules or other applicable securities
laws.

     The Optionee  understands that the Option is subject to Optionee's  consent
to  access  the 2002  Plan  prospectus,  the 2002  Plan,  the  Option  Agreement
(collectively,  the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet.  By signing below and accepting the grant of the
Option, you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan  Documents via the Company's  Intranet;  (ii) represent
that you have access to the Company's  Intranet;  (iii)  acknowledge  receipt of
electronic copies, or that you are already in possession of paper copies, of the
2002 Plan Documents and the Company's 2002 Annual Report;  and (iv)  acknowledge
that you are  familiar  with and  accept  the  Option  subject  to the terms and
provisions of the 2002 Plan Documents.

     Optionee may receive paper copies of the 2002 Plan  Documents by requesting
them in writing addressed to Stock  Administration at One Franklin Parkway,  San
Mateo, CA 94403-1906.

     In  the  event  of  my  death,  I  hereby  designate  the  following  as my
beneficiary(ies)  to receive  all  payments  and shares due to me under the 2002
Plan pursuant to this Option.  Please note that this designation applies only to
this Option and not to any prior awards or grants under the 2002 Plan.

     NAME: (Please print): _____________________________________________________
                           (First)            (Middle)          (Last)

     ADDRESS:              _____________________________________________________


                           _____________________________________________________
                           (Please include country and Zip/Postal Code)

     TELEPHONE NO.:        _____________________________________________________
                           (Please include country and/or area code)

     RELATIONSHIP:         _____________________________________________________

     PERCENTAGE:           _____________________________________________________
                           (Please enter the % you wish your beneficiary(ies)
                            to receive)

     By  your   electronic   signature   and  the  signature  of  the  Company's
representative below, you and the Company agree that the Option is granted under
and  governed  by the  terms  and  conditions  of the 2002  Plan and the  Option
Agreement.


OPTIONEE:                                   FRANKLIN RESOURCES, INC.


____________________________________        ____________________________________
Participant's Name                          Barbara J. Green, Vice President


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
