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: IKEDA DONNA S (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock, par value $.10	A	185.4079	$67.5800	Acquired	18977.4541	Direct
2005-02-01	Common Stock, par value $.10	S	92.6566	$67.5800	Disposed	18884.7975	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	240.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 1,476 shares represent unvested awards of restricted stock and 3,000 shares represent unvested restricted stock units. Unvested restricted stock units do not have voting rights but are entitled to receive dividends in cash.

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