FRANKLIN RESOURCES INC — Director's Dealing 2004

Oct 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-10-01

Reporting Person: SIMPSON MURRAY (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-01	Common Stock, par value $.10	S	1112	$55.5500	Disposed	21594.0000	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 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 were sold to Franklin Resources, Inc. in connection with the vesting of a prior award under the 2002 Plan in order to make a tax payment.