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: 2004-12-16

Reporting Person: KRATTER LESLIE M (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-16	Common Stock, par value $.10	S	2079	$68.5281	Disposed	59003.9387	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	12864.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 9,001 shares represent unvested awards of restricted stock shares.

F2: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.