On January 24, 2008, Franklin Resources, Inc. (the "Company") issued a press release announcing its preliminary financial results for the fiscal quarter ended December 31, 2007. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Except as specified in Item 9.01 hereof, the information in Item 2.02 of this report, including the exhibit hereto, (x) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report is incorporated by reference).

On January 24, 2008, the Company announced that as of such date, its Board of Directors authorized the Company to repurchase, from time to time, up to an aggregate of 10.0 million shares of its common stock in either open market or off-market transactions. The size and timing of these purchases will depend on price, market and business conditions and other factors. The stock repurchase program is not subject to an expiration date. The new Board of Directors authorization is in addition to the existing authorization, of which 1,371,118 shares remained available for repurchase at January 15, 2008.

The information in the press release attached hereto as Exhibit 99.1, solely as it relates to the Company's share repurchase authorization and activity, is deemed filed rather than furnished pursuant to General Instruction B.2. to Form 8-K.

(d) Exhibits.

Exhibit No.        Description

99.1               Press Release dated January 24, 2008 issued by Franklin
                   Resources, Inc.