FRANKLIN RESOURCES INC — Director's Dealing 2004

Sep 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-09-10

Reporting Person: GIBSON HOLLY E (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-10	Common Stock, par value $.10	M	2000	$32.9000	Acquired	6249.0000	Direct
2004-09-10	Common Stock, par value $.10	S	2000	$55.0000	Disposed	4249.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-10	Employee Stock Option (Right to Buy)	$32.9000	M	2000	Disposed	2012-11-09	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''). Unvested balances for the fiscal years 2001, 2002 and 2003 are 155, 564, 579 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: Includes 1,355 shares which are jointly owned with a member of Ms. Gibson's immediate family.

F3: This report reflects the exercise of 2,000 shares out of a total of 10,000 shares available under an option granted on November 12, 2002, in which 3,333 shares and 3,333 becomes exercisable on September 30, 2004 and September 30, 2005, respectively.