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): June 23, 2005



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



          Delaware                     001-09318                 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))




ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
          APPOINTMENT OF PRINCIPAL OFFICERS.

(d) On June  23,  2005,  the  Board  of  Directors  (the  "Board")  of  Franklin
Resources,  Inc.  (the  "Company")  elected  Ms.  Laura  Stein to fill one newly
created  vacancy  on the  Board  resulting  from  the  Board's  increase  in the
authorized  number of  directors  of the Company  from eleven (11)  directors to
twelve (12)  directors,  as described in Item 5.03 below.  Ms. Stein is not, and
has not been,  an employee of the Company.  The Board  affirmatively  determined
that Ms.  Stein was  "independent"  under the  Company's  Director  Independence
Standards,  as amended,  and the  independence  requirements  for  directors and
members  of an audit  committee  pursuant  to both the New York  Stock  Exchange
Listed  Company  Manual  and the  rules  for  listed  companies  on the  Pacific
Exchange,  Inc. as well as the  independence  requirements  for audit  committee
members promulgated by the U.S. Securities and Exchange Commission. Accordingly,
the Board also  appointed Ms. Stein to the Audit  Committee of the Board on June
23, 2005.  As a  non-employee  director on the Board with no other  relationship
with the Company and its affiliates  other than her  prospective  service to the
Company as a  non-employee  director,  Ms. Stein will receive the same  standard
compensation  amounts paid to other  non-employee  directors  for service on the
Board,  which amounts have been  disclosed  previously in the Company's Form 8-K
filed with the U.S.  Securities  and Exchange  Commission  on December 23, 2004.
There were no  arrangements  or  understandings  between Ms. Stein and any other
person  pursuant to which she was elected as a director,  and there are and have
been no  transactions  since the beginning of the Company's last fiscal year, or
currently  proposed,  regarding  Ms.  Stein that are required to be disclosed by
Item 404(a) of Regulation S-K, except as described above.

ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
          YEAR.

(a) The Board  amended and restated the Company's  Amended and Restated  By-Laws
(the "By-Laws"), effective as of June 23, 2005, in order to amend Section 3.1 of
Article III of the By-Laws to reflect an  increase in the  authorized  number of
directors of the Company from eleven (11) directors to twelve (12) directors.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

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

          3.1                Amended and Restated By-Laws of 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.


Date: June 28, 2005                 /s/ Barbara J. Green
                                    --------------------
                                    Barbara J. Green
                                    Vice President, Deputy General Counsel
                                    and Secretary




                                  EXHIBIT INDEX

          EXHIBIT NO.        DESCRIPTION

          3.1                Amended and Restated By-Laws of Franklin Resources,
                             Inc.