FRANKLIN RESOURCES INC — Director's Dealing 2005

Jan 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-01-03

Reporting Person: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-03	Common Stock, par value $.10	S	1157	$70.1400	Disposed	192345.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38492.9300	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 15,287 shares represent unvested awards of restricted stock shares.

F2: Shares are held in connection with an employee benefit plan.

F3: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares.