FRANKLIN RESOURCES INC — Director's Dealing 2004

Sep 14, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-09-13

Reporting Person: GREEN BARBARA J (Vice President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-13	Common Stock, par value $.10	M	2000	$33.2500	Acquired	10130.5468	Direct
2004-09-13	Common Stock, par value $.10	S	2000	$55.0300	Disposed	8130.5468	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-13	Employee Stock Option (Right to Buy)	$33.2500	M	2000	Disposed	2004-12-31	Common Stock, par value $.10 (2000.0000)	Direct

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including unvested balances for fiscal years 2001, 2002 and 2003 of 344, 789 and 1,158 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: This report reflects the exercise of 2,000 shares offered in a grant originally approved on October 23, 1998.