FRANKLIN RESOURCES INC — Director's Dealing 2005

Apr 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-03-31

Reporting Person: CROCKER CHARLES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Deferred Director's Fees (FRI)	$0.0000	A	100.1457	Acquired	2014-02-12	Common Stock, par value $.10 (100.1457)	Direct
2005-03-31	Deferred Director's Fees (FTCI)	$0.0000	A	109.2498	Acquired	2014-02-12	Common Stock, par value $.10 (109.2498)	Direct

Footnotes

F1: 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.

F2: Represents the equivalent amount of Franklin Resources, Inc.'s common stock under the director's deferred compensation arrangement as of the transaction date.

F3: 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. Crocker's ceasing to be a director or February 12, 2014.