FRANKLIN RESOURCES INC — Director's Dealing 2004

Dec 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-04-11

Reporting Person: BOLT JENNIFER J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-04-11	Common Stock, par value $.10	G	11000	—	Acquired	11000.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	457061.3510	Direct
Common Stock, par value $.10	36613.0000	Indirect

Footnotes

F1: On September 16, 1999, Ms. Bolt was appointed as the investment trustee of the Charles E. Johnson Subtrust of the Johnson Business Trust (the ''Subtrust''). On April 11, 2003, the Subtrust received shares of Franklin Resources, Inc. stock. These shares are held in trust for the benefit of Ms. Bolt's brother, Charles E. Johnson. Ms. Bolt disclaims beneficial ownership of these shares.

F2: Shares were granted pursuant to Franklin Resources, Inc.'s Universal Stock Plan (the 'Plan'). The holder is entitled to receive dividends and vote such shares, however, such shares are subject to vesting requirements under the Plan. Unvested balances for the fiscal years 1995 and 1996 are 3,912 and 5,442 shares, respectively.

F3: Includes shares acquired pursuant to Issuer's dividend reinvestment plan.

F4: Shares are held by Mrs. Bolt as Trustee for Mrs. Bolt's minor children. Mrs. Bolt disclaims any beneficial ownership of such shares.