-----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,
 NACK5gjktzOS06vaLzlJOBhe9RttgMkJa98qO2Nwc53ko0qx48NIumE1GmoPOlXe
 zDfvLu6Za0WmSq6pqCv6yg==

<SEC-DOCUMENT>0000038777-05-000293.txt : 20050303
<SEC-HEADER>0000038777-05-000293.hdr.sgml : 20050303
<ACCEPTANCE-DATETIME>20050303150443
ACCESSION NUMBER:		0000038777-05-000293
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050303
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050303
DATE AS OF CHANGE:		20050303

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:		05657595

	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_030305.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): March 3, 2005



                            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

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

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 8.01   OTHER EVENTS.

On March 3, 2005,  Franklin  Templeton  Investments Corp.  ("FTIC - Canada"),  a
Canadian,  indirect,  wholly-owned  investment management subsidiary of Franklin
Resources,  Inc.,  issued a press release  announcing  the settlement of certain
matters with the Ontario Securities Commission.  A copy of that press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In  settlement,  FTIC - Canada will pay the US$  equivalent  (including  related
distribution costs)  approximating $42.0 million ($26.5 million,  net of taxes).
This amount will be included as a charge to income in the  consolidated  results
of Franklin Resources, Inc.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

            (c)   Exhibits.

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

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.




<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.


Date: March 3, 2005                 /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary


<PAGE>




                                  EXHIBIT INDEX

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

            99.1           Press Release dated March 3, 2005 issued by Franklin
                           Templeton Investments Corp., an indirect wholly-owned
                           subsidiary of Franklin Resources, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

MEDIA RELEASE                                                     [LOGO OMITTED]

Franklin Templeton Investments Corp. (Canada) announcement

Toronto,  March 3, 2005 -- Franklin  Templeton  Investments Corp.  (FTIC-Canada)
today  announced  that a panel of the Ontario  Securities  Commission  (OSC) has
approved FTIC-Canada's  agreement with the Staff of the OSC resolving the issues
resulting from the OSC's investigation concerning frequent trading market timing
activity.

Under the terms of the settlement agreement, FTIC-Canada will pay C$49.1 million
to be  distributed  to investors in certain  funds managed by  FTIC-Canada  that
experienced  frequent trading market timing activities between February 1999 and
February  2003.  The OSC Staff  stated they found no  evidence  of late  trading
occurring  in funds  managed by  FTIC-Canada.  Nor did they find any evidence of
market  timing by any insiders of the company or any evidence of ongoing  market
timing activity in funds managed by FTIC-Canada.

The  settlement  monies will be  distributed  to investors who held the relevant
funds during the time period outlined in the agreement in accordance with a plan
to be  developed by  FTIC-Canada  and  overseen by an  independent  distribution
consultant  to  be  retained  by  the  company.   FTIC-Canada  will  submit  the
distribution  plan to the OSC for approval by December 1, 2005.  Once  approved,
FTIC-Canada will have three months to implement the plan.

FTIC-Canada is one of a group of five companies to reach agreements with the OSC
concerning frequent trading market timing activity.

Franklin  Templeton  Investments  Corp.  (Canada) is an  indirect,  wholly-owned
subsidiary  of  Franklin  Resources,   Inc.,  a  global  investment   management
organization operating as Franklin Templeton Investments.


FORWARD-LOOKING STATEMENTS

Statements in this press release regarding Franklin Resources,  Inc.'s business,
which are not historical  facts,  are  "forward-looking  statements"  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
forward-looking  statements  involve a number of risks,  uncertainties and other
important  factors,  some of which are listed below, that could cause the actual
results and outcomes to differ  materially  from any future  results or outcomes
expressed or implied by such forward-looking statements.  These and other risks,
uncertainties  and other  important  factors  are  described  in more  detail in
Franklin's  recent  filings with the U.S.  Securities  and Exchange  Commission,

<PAGE>

including,  without  limitation,  the "Risk Factors" section of the Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  in
Franklin's  Annual  Report on Form 10-K for the fiscal year ended  September 30,
2004, and Franklin's most recent quarterly report on Form 10-Q.


*    Governmental  investigations,  settlements of such investigations,  ongoing
     and proposed  governmental  actions,  and  regulatory  examinations  of the
     company and its  business  activities  as  described  in more detail in the
     company's press releases and regulatory filings as well as civil litigation
     arising out of or related to such matters could adversely impact our assets
     under management, increase costs and negatively impact the profitability of
     the company and future financial results.
*    Regulatory  or  legislative   actions  and  reforms,   particularly   those
     specifically  focused on the mutual fund industry,  could adversely  impact
     our assets  under  management,  increase  costs and  negatively  impact the
     profitability of the company and future financial results.
*    Volatility  in the equity  markets may cause the levels of our assets under
     management to fluctuate significantly.
*    Weak market conditions may lower our assets under management and reduce our
     revenues and income.
*    We face strong competition from numerous and sometimes larger companies.
*    Changes in the  distribution  channels on which we depend  could reduce our
     revenues or hinder our growth.
*    We face risks  associated  with conducting  operations in numerous  foreign
     countries.
*    Certain  of  the  portfolios  we  manage,  including  our  emerging  market
     portfolios  and  related  revenues,   are  vulnerable  to   market-specific
     political or economic risks.
*    Our ability to meet cash needs depends upon certain factors,  including our
     asset value, credit worthiness and the market value of our stock.
*    Technology  and  operating  risk  and   limitations   could  constrain  our
     operations.


                                      -30-

For more information:
Hugh Cameron, Franklin Templeton Investments Corp. 416 957-6099
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
