FRANKLIN RESOURCES INC — Director's Dealing 2005

Jan 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-01-24

Reporting Person: CROCKER CHARLES (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	8660.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-24	Deferred Director's Fees (FRI)	$0.0000	A	11.5438	Acquired	2014-02-12	Common Stock, par value $.10 (11.5438)	Direct
2005-01-25	Deferred Director's Fees (FRI)	$0.0000	A	23.1267	Acquired	2014-02-12	Common Stock, par value $.10 (23.1267)	Direct

Footnotes

F1: Shares represent a grant of an award of common stock under Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan.

F2: Of the amount of securities beneficially owned, 340 shares represent unvested awards of restricted stock shares.

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. Crocker's ceasing to be a director or February 12, 2014.

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