FRANKLIN RESOURCES INC — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-01-30

Reporting Person: BAIO JAMES R (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Stock, par value $.10	A	168.0989	$57.4600	Acquired	18692.3297	Direct
2004-02-02	Common Stock, par value $.10	S	66.954	$57.4600	Disposed	18625.3757	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 551, 1,203 and 2,316 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: Also includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan.