FRANKLIN RESOURCES INC — Director's Dealing 2005

Apr 4, 2005

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-12-31

Reporting Person: JOFFE ROBERT D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Deferred Director's Fees (FRI)	$0.0000	A	98.7078	Acquired	2018-05-26	Common Stock, par value $.10 (98.7078)	Direct
2004-12-31	Deferred Director's Fees (FTCI)	$0.0000	A	53.8406	Acquired	2018-05-26	Common Stock, par value $.10 (53.8406)	Direct

Footnotes

F1: This amendment reflects the previous inadvertant exclusion of the quarterly deferred fees related to Mr. Joffe's role as Chairman of the Franklin Resources, Inc.'s Corporate Governance Committee.

F2: 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. Joffe's ceasing to be a director or May 26, 2018.

F3: Represents the equivalent amount of Franklin Resources, Inc.'s common stock under the director's deferred compensation arrangement as of the transaction date.

F4: Represents a hypothetical investment account calculation of deferred Fiduciary Trust Company International director's fees based upon the performance of Issuer's stock (including reinvested dividends) payable in cash on the earlier of Mr. Joffe's ceasing to be a director or May 26, 2018.