FRANKLIN RESOURCES INC — Director's Dealing 2004

Jul 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-07-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-06	Common Stock, par value $.10	S	492	$49.765	Disposed	211612	Direct
1988-08-08	Common Stock, par value $.10	J	0	—	Acquired	38492.93	Indirect
1988-08-08	Common Stock, par value $.10	J	0	—	Acquired	2621	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, 5,028 and 4,666 shares, respectively, and the unvested balance for fiscal year 2003 of 6,252 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. There has been no transaction in the indirect holdings for this reporting person.

F4: Shares are held by Ms. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares. There has been no transaction in the indirect holdings for this reporting person.

F5: In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. This line reports end of period direct holdings for this reporting person, and 08/08/1988 is not a transaction date related to these securities.