March 18, 2005



Mail Stop 0408

By U.S. Mail and facsimile to (650) 312-4918

James R. Baio
Senior Vice President & Chief Financial Officer
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403

Re:	Franklin Resources, Inc.
      Form 10-K for the year ended September 30, 2004
      File No. 0-09318

Dear Mr. Baio:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Please address the following comments in your future
filings and provide us drafts of your intended revisions.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Note 13 - Commitments and Contingencies - page 78

1. Please revise to address the following regarding your
accounting
under FIN 46-R for the entities in which you are a significant
variable interest holder, including Lightning Finance Company
Limited
(LFL):

* In particular, you state on page 83 that the sole business
purpose
of LFL is to finance your deferred commission assets.
Supplementally
provide us with your analysis of the guidance of FIN 46-R that
resulted in your determination not to consolidate LFL.  Your
response
should specifically address how you considered the criteria in
paragraph 5 and 14 of FIN 46-R.

* It appears that Mr. Francis Ennis and Mr. David Shubotham are
directors in Franklin Floating Rate Fund PLC as well as in LFL.
Tell
us whether any other officers, directors, or employees of you or
your
affiliates are also officers or directors of LFL or are investors
in
LFL.  Tell us how you considered the guidance of paragraphs 16 and
17
of FIN 46-R regarding related parties and de facto agents in your
application of the guidance of FIN 46-R to LFL.

* Please revise your footnote disclosure to more clearly disclose
your determination of whether you needed to consolidate the
entities
in which you are a significant variable interest holder.  For such
entities where you determined that consolidation was not required
under FIN 46-R, briefly disclose why not.

* We may have further comment based on your response.

Note 21 - Fair Values of Financial Instruments

2. In future filings, please provide a tabular presentation of the
fair value and carrying amount of the financial instruments you
discuss in your disclosure.  Refer to paragraph 10 of SFAS 107 as
revised by SFAS 119.  Provide drafts of your intended revisions.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Isa Farhat, Staff Accountant at (202) 824-
5418
or me at (202) 942-1816 if you have questions regarding comments
on
the financial statements and related matters.


Sincerely,



Kevin W. Vaughn
Branch Chief

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James R. Baio
Franklin Resources, Inc.
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