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FRANKLIN RESOURCES INC Director's Dealing 2005

Jan 28, 2005

30512_dirs_2005-01-27_6c57d1f6-2cac-41db-af7c-9eee9691dd1d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-01-25

Reporting Person: JOFFE ROBERT D (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-01-25 Common Stock, par value $.10 A 1157 $64.8600 Acquired 5073.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-01-25 Deferred Director's Fees (FRI) $0.0000 A 23.1267 Acquired 2018-05-26 Common Stock, par value $.10 (23.1267) Direct

Footnotes

F1: Of the amount of securities beneficially owned, 340 shares represent unvested awards of restricted stock shares.

F2: Shares represent a grant of an award of common stock under Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan.

F3: 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. Joffe's ceasing to be a director or May 26, 2018.

F4: Represents the equivalent amount of Franklin Resources, Inc.'s common stock as of the transaction date.