Item 2.02 Results of Operations and Financial Condition.

On October 23, 2008, Franklin Resources, Inc. (the "Company") issued a press release announcing its preliminary financial results for the fiscal quarter ended September 30, 2008. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in 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).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 99.1 Press Release dated October 23, 2008 issued by Franklin Resources, Inc.

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