FRANKLIN RESOURCES INC — Director's Dealing 2005

Feb 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-02-04

Reporting Person: WOODWORTH LOUIS E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-04	Deferred Director's Fees (FRI)	$0.0000	A	21.9362	Acquired	2008-02-27	Common Stock, par value $.10 (21.9362)	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. Woodworth's ceasing to be a director or February 27, 2008.

F2: Represents the equivalent amount of Franklin Resources, Inc.'s common stock as of the transaction date.