<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>form424_no11.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT #11
<TEXT>
Prospectus Supplement                           Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated November 6, 2001)          Registration Number 333-66958

                                  $877,000,000

                            Franklin Resources, Inc.

                     Liquid Yield Option(TM) Notes due 2031
                             (Zero Coupon - Senior)
                                       and
                             Shares of Common Stock
                            Issuable Upon Conversion
                                  of the LYONs
                             -----------------------

     This  prospectus  supplement  relates to the  resale by the  holders of our
LYONs and the shares of our common stock  issuable  upon the  conversion  of the
LYONs.

     This prospectus  supplement should be read in conjunction with, and may not
be delivered or utilized  without,  the  prospectus  dated November 6, 2001. The
terms of the LYONs are set forth in the prospectus.

     The  information  in  the  table  appearing  under  the  heading   "Selling
Securityholders"  in the prospectus is amended by adding the  information  below
with  respect  to  persons  not  previously  listed  in  the  prospectus  and by
supplementing the information with respect to other persons previously listed in
the prospectus.


<TABLE>
<CAPTION>
                                    Principal Amount
                                     at Maturity of
                                          LYONs                          Number of shares
                                      Beneficially          Percentage   of Common Stock       Percentage of
                                      Owned that may          of LYONs      that may be        Common Stock
Name:                                   be sold ($)         Outstanding      sold (1)         Outstanding (2)
-----                               ----------------        -----------  ----------------     ---------------
<S>                               <C>                         <C>          <C>                <C>

The Captive Fixed Income Fund          1,000,000                0.11%          9,360              *

Deephaven Domestic Convertible
Trading Ltd.                           6,650,000 (3)            0.76%         62,246              *

ALPHA U.S. Sub Fund VIII LLC             100,000 (4)            0.01%            936              *


Any other holder of LYONs or
future transferee, pledgee, donee
or successor of any holder (5)(6)     37,887,000                4.32%        354,637              *


Total                             $  877,000,000              100.00%      8,209,071 (7)      3.14%
                                  ==============              =======      ============       =====

----------------------------
*     Less than 1%.
</TABLE>


(1)  Assumes  conversion  of all of the holder's  LYONs at a conversion  rate of
     9.3604  shares of common stock per $1,000  principal  amount at maturity of
     the LYONs.  However,  this conversion rate will be subject to adjustment as
     described   under   "Description  of   LYONs--Conversion   Rights"  in  the
     prospectus.  As  a  result,  the  amount  of  common  stock  issuable  upon
     conversion of the LYONs may increase or decrease in the future.
(2)  Calculated  based on 261,386,285  shares of common stock  outstanding as of
     January 31, 2002. In  calculating  this amount,  we treated as  outstanding
     that number of shares of common stock issuable upon  conversion of all of a
     particular holder's LYONs. However, we did not assume the conversion of any
     other holder's LYONs.
(3)  Represents  the difference  between  $52,600,000  (the principal  amount of
     LYONs  securityholder  beneficially  owned as reflected  in the  Prospectus
     dated November 6, 2001) and $59,250,000, which is the amount securityholder
     currently owns.
(4)  Represents the difference between $2,400,000 (the principal amount of LYONs
     securityholder  beneficially  owned as  reflected in the  Prospectus  dated
     November  6,  2001)  and  $2,500,000,  which is the  amount  securityholder
     currently owns.
(5)  Information  about  other  selling  securityholders  will be set  forth  in
     prospectus supplements, if required.
(6)  Assumes  that any  other  holders  of  LYONs,  or any  future  transferees,
     pledgees,  donees or successors of or from any such other holders of LYONs,
     do not  beneficially  own any common  stock  other  than the  common  stock
     issuable upon conversion of the LYONs at the initial conversion rate.
(7)  The  conversion  shares  do not  total  8,209,071  shares  due to  rounding
     resulting from the elimination of fractional shares.


                     --------------------------------------

            The date of this prospectus supplement is March 28, 2002.


</TEXT>
</DOCUMENT>