FRANKLIN RESOURCES INC — Director's Dealing 2005

Jun 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-06-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-13	Common Stock, par value $.10	M	39989	$39.9900	Acquired	232334.0000	Direct
2005-06-13	Common Stock, par value $.10	S	39989	$73.1607	Disposed	192345.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-13	Employee Stock Option (Right to Buy)	$39.9900	M	39989	Disposed	2006-04-10	Common Stock, par value $.10 (39989.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38492.9300	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 15,287 shares represent unvested awards of restricted stock shares.

F2: Shares are held in connection with an employee benefit plan.

F3: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares.

F4: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F5: This report reflects the exercise of options originally granted on April 10, 2001.