FRANKLIN RESOURCES INC — Director's Dealing 2004

Nov 15, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-09-30

Reporting Person: BOLT JENNIFER J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-11	Common Stock, par value $.10	G	214	—	Disposed	460544.8722	Direct
2003-12-29	Common Stock, par value $.10	G	428	—	Acquired	460972.8722	Direct
2003-12-29	Common Stock, par value $.10	G	2140	—	Acquired	38753.0000	Indirect
2003-12-29	Common Stock, par value $.10	G	428	—	Acquired	428.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	769.8790	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal year 2002 and 2003 are 1,127 and 2,058 shares, respectively. The holder is entitled to receive dividends and vote such shares, however, such shares are subject to vesting requirements under the 2002 Plan.

F2: Shares are held by Mrs. Bolt as Trustee for Mrs. Bolt's minor children. Mrs. Bolt disclaims any beneficial ownership of such shares.

F3: Shares are held by a member of Mrs. Bolt's immediate family. Mrs. Bolt disclaims any beneficial ownership of such shares.

F4: Shares represent a pro-rata number of shares equivalent to Ms. Bolt's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2003. Ms. Bolt disclaims beneficial ownership of such shares.