FRANKLIN RESOURCES INC — Director's Dealing 2005

Mar 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-03-09

Reporting Person: GIBSON HOLLY E (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-09	Common Stock, par value $.10	M	3000	$32.9000	Acquired	9799.0000	Direct
2005-03-09	Common Stock, par value $.10	S	3000	$72.8453	Disposed	6799.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-09	Employee Stock Option (Right to Buy)	$32.9000	M	3000	Disposed	2012-11-09	Common Stock, par value $.10 (3000.0000)	Direct

Footnotes

F1: Of the amount of securities beneficially owned, 3,452 shares represent unvested awards of restricted stock shares.

F2: Includes 1,355 shares which are jointly owned with a member of Ms. Gibson's immediate family.

F3: This report reflects the exercise of 3,000 shares out of a total of 8,000 shares remaining under an option granted on November 12, 2002, in which 3,333 becomes exercisable on September 30, 2005.