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: 2004-09-15

Reporting Person: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-15	Common Stock, par value $.10	G	1500	—	Disposed	191367.0000	Direct
2004-09-15	Common Stock, par value $.10	G	900	—	Disposed	190467.0000	Direct
2004-09-15	Common Stock, par value $.10	G	500	—	Disposed	189967.0000	Direct
2004-10-01	Common Stock, par value $.10	S	2737	$55.5500	Disposed	187230.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38492.9300	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including the unvested balances for fiscal year 2002 of 2,931, 2,514 and 2,333 shares, respectively, and the unvested balance for fiscal year 2003 of 4,168 shares. 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.

F3: Shares are held in connection with an employee benefit plan.

F4: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares.