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: 2004-11-04

Reporting Person: BOLT JENNIFER J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-04	Common Stock, par value $.10	G	590	—	Disposed	460463.7117	Direct
2004-11-08	Common Stock, par value $.10	A	3763	$55.8091	Acquired	464226.7117	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38753.0000	Indirect
Common Stock, par value $.10	769.8790	Indirect
Common Stock, par value $.10	428.0000	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, 2003 and 2004 are 1,127, 2,058 and 3,763 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 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.

F4: Shares are held by a member of Mrs. Bolt's immediate family. Mrs. Bolt disclaims any beneficial ownership of such shares.