FRANKLIN RESOURCES INC — Director's Dealing 2004

Jan 31, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-01-28

Reporting Person: CROCKER CHARLES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-29	Common Stock, par value $.10	A	689	$58.0700	Acquired	7503.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-28	Deferred Director's Fees (FRI)	$0.0000	A	13.0617	Acquired	2014-02-12	Common Stock, par value $.10 (13.0617)	Direct
2004-01-29	Deferred Director's Fees (FRI)	$0.0000	A	25.8309	Acquired	2014-02-12	Common Stock, par value $.10 (25.8309)	Direct

Footnotes

F1: Shares represent a grant of an award of common stock under Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan.

F2: Shares representing 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 and 2004 of 146 and 511 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.

F3: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees based upon the performance of Issuer's stock (including reinvested dividends) payable in cash on the earlier of Mr. Crocker's ceasing to be a director or February 12, 2014.

F4: Represents the equivalent amount of Franklin Resources, Inc.'s common stock as of the transaction date.