FRANKLIN RESOURCES INC — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-01-31

Reporting Person: KRATTER LESLIE M (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock, par value $.10	A	20.0441	$67.5800	Acquired	59023.9828	Direct
2005-02-01	Common Stock, par value $.10	S	7.6971	$67.5800	Disposed	59016.2857	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	12864.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 9,001 shares represent unvested awards of restricted stock shares.

F2: Also includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan.

F3: Also, includes 29,522 shares which are jointly owned with a member of Mr. Kratter's immediate family.

F4: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.