FRANKLIN RESOURCES INC — Director's Dealing 2004

Nov 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-11-08

Reporting Person: SIMS CHARLES R (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-08	Common Stock, par value $.10	A	2352	$55.8091	Acquired	30084.3848	Direct

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 years 2002, 2003 and 2004 are 939, 1,415 and 2,352 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.