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                       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): October 25, 2001
                                                        (October 25, 2001)


                            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)









Item 5.      Other Events

Registrant is filing this Form 8-K in order to file a current earnings press
release. By this filing, Registrant is not establishing the practice of filing
all earnings press releases in the future and may discontinue such filings at
any time.

Item 7.      Financial Statements and Exhibits

(c) Exhibits

Exhibit 99 - Press Release issued on October 25, 2001 by Franklin Resources,
Inc.


                                   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: October 25, 2001         /s/ Leslie  M. Kratter
                               --------------------------
                               LESLIE M. KRATTER
                               Senior Vice President


                                    Exhibits

Exhibit 99   Press Release issued on October 25, 2001 by Franklin Resources,
             Inc.