SecProbe.io

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                    [Letterhead of Franklin Resources, Inc.]

March 31, 2005

Mr. Kevin W. Vaughn
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

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

Dear Mr. Vaughn,

We have received your letter dated March 18, 2005. Please see our responses
below.

Note 13: Commitments and Contingencies
--------------------------------------

1.    Comment:

      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):

      o     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.

      o     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.

<PAGE>
      o     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.

      o     We may have further comment based on your response.

      Response:

      Lightning Finance Limited

      The following summarizes relevant facts and circumstances relating to
      Lightning Finance Limited ("LFL") in determining whether LFL should be
      considered a variable interest entity under the Financial Accounting
      Standards Board Interpretation No. 46, "Consolidation of Variable Interest
      Entities" ("FIN 46") and under Financial Accounting Standards Board
      Interpretation No. 46, "Consolidation of Variable Interest Entities"
      (revised December 2003) ("FIN 46-R").

      Our analysis was performed as of June 30, 2003, the date at which a
      subsidiary of a multinational financial institution (the "A Shares
      Holder") had substantially entered into an agreement to purchase the
      majority ownership in LFL from a third-party not affiliated with Franklin
      Resources, Inc. and its subsidiaries ("FRI"). We considered this
      transaction to be the initial triggering event under FIN 46, as discussed
      in paragraph 38 of FIN 46-R. As a result of the agreement, the A Shares
      Holder acquired a 51% equity interest in LFL through holdings in ordinary
      A shares issued by LFL. Neither the A Shares Holder nor its affiliates are
      affiliated with FRI. Templeton Global Holdings, Ltd. ("TGHL"), a wholly
      owned indirect subsidiary of Franklin Resources, Inc., owns the remaining
      49% equity interest in LFL through its investment in ordinary B shares
      issued by LFL. No other parties owned an equity interest in LFL. The A
      Shares Holder and TGHL share in the net income (loss) of LFL in the same
      proportion as their respective equity interest. In addition, under a
      Senior Subordinated Debt Agreement (the "Subordinated Debt") TGHL
      previously agreed to advance up to $70 million to LFL. As of June 30,
      2003, outstanding Subordinated Debt was $41 million.

      In accordance with paragraph 5a of FIN 46-R, we reviewed whether the total
      equity investment at risk in LFL was sufficient to permit the entity to
      finance its ongoing activities. Based on our review of recent borrowing
      history and availability of other sources of cash flow, such as through
      securitization transactions, we could not conclude that the total equity
      investment at risk in LFL was sufficient to permit the entity to finance
      its activities without additional financial support. As more fully
      described below, we performed further analysis.

      Our analysis also included consideration of whether the equity investment
      holders as a group lacked one or more of the three characteristics of a
      controlling financial interest under paragraph 5b of FIN 46-R. Under LFL's
      Articles of Association, A shares (held by the 51% equity interest holder)
      and B shares (held by the 49% equity interest holder) rank pari passu,
      meaning that holders of A and B shares have equal rights and privileges.

                                     Page 2
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      In addition, holders of A and B shares may each appoint up to three
      directors. As of June 30, 2003 and through today, there are 4 directors on
      LFL's board, of which two are independent (one appointed by each equity
      holder). Of the remaining two directors, one is an officer of an affiliate
      of the A Shares Holder and one is an officer of FRI. All directors' votes
      have equal weight except when voting is not unanimous, in which case each
      director's vote is proportional to the equity interest of the equity
      holder who appointed them. As of June 30, 2003, Frank Ennis and David
      McGeough were the independent directors appointed by the equity holders.

      As you noted, Frank Ennis and David Shubotham, both current directors of
      LFL, serve as directors of the Franklin Floating Rate Fund, PLC. Neither
      holds an equity or other type of investment in LFL or in the Franklin
      Floating Rate Fund, PLC, nor are they associated with any other FRI
      affiliates, and thus they are independent directors of both entities.
      Except for the director appointed by FRI as discussed above, no other
      officer, director or employee of FRI or its affiliates was also an officer
      or director of LFL as of June 30, 2003 and through today. Based on the
      voting rights and board make-up, we concluded that, as a group, the
      holders of the equity investments had the ability to make decisions about
      the entity's activities in a manner proportionate to their voting rights,
      under paragraph 5b(1). In addition, LFL's Articles of Association do not
      include any clauses that would indicate that, as a group, the holders of
      the equity investment do not have the obligation to absorb the expected
      losses or the right to receive the expected residual returns of the
      entity, as specified under paragraphs 5b(2) and 5b(3) of FIN 46-R, in
      proportion to their respective equity interest.

      Finally, we reviewed whether the voting rights of some investors were not
      proportional to their obligation to absorb the expected losses, their
      rights to receive the expected residual returns, or both, under paragraph
      5c of FIN 46-R. In this respect, we concluded that the Subordinated Debt
      raised the question as to whether or not the equity investors have rights
      that are proportional to their obligation to absorb the expected losses of
      the entity. We concluded that LFL was a variable interest entity subject
      to consolidation by the primary beneficiary under FIN 46-R because of
      facts and circumstances that met the conditions in paragraphs 5a and 5c.
      We then proceeded to determine if FRI was the primary beneficiary and thus
      required to consolidate LFL.

      To determine whether FRI would be considered the primary interest holder
      under paragraph 14 of FIN 46-R, we performed a test to calculate FRI's
      expected loss using data as of June 30, 2003, including the existence of
      $41 million in outstanding Subordinated Debt. The test included
      assumptions derived from historical information used by an affiliate of
      the A Shares Holder to calculate the fair value of LFL deferred commission
      assets. In performing the test, we considered whether any related parties
      had a variable interest under paragraphs 16 and 17 of FIN 46-R. As noted
      above, no officers, directors, or employees of FRI or its affiliates owned
      an equity interest in LFL, therefore we determined that no additional
      variable interests should be considered in performing FRI's expected loss
      test in addition to the equity and sub debt interest held by TGHL.

      The results of the test indicated that FRI's interest in the expected
      losses of LFL were marginally above 49% (49.000002%), reflecting the low
      probability of default on the Subordinated Debt. Consequently, we
      determined that FRI was not the primary beneficiary of LFL. Separately,

                                     Page 3
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      the parent of the A Shares Holder consolidated LFL in its consolidated
      accounts for the fiscal year ended December 31, 2003. There have not been
      any further triggering events since the purchase of the majority of LFL's
      equity interest by the A Shares Holder under paragraphs 7 and 15 of FIN
      46-R that would have led us to re-perform the expected loss test, and we
      continue to disclose our maximum exposure to loss as required for
      significant variable interests by paragraph 24 of FIN 46-R.

      Separately, we wish to let you know that LFL's board recently agreed that
      the Subordinated Debt currently held by TGHL will be purchased from TGHL
      by an affiliate of the A Shares Holder. In addition, LFL's board has
      agreed to dissolve LFL's existing syndicated bank loan facility and an
      affiliate of the A Shares Holder will instead fund future liquidity needs.

      Sponsored Investment Products

      In Note 13 to our consolidated financial statements included in Form 10-K
      as of September 30, 2004, we disclosed our maximum exposure to loss in our
      sponsored investment products, as well as LFL as discussed above, as
      required for significant variable interests under paragraph 24 of FIN
      46-R. We determined that a significant variable interest to be generally
      in line with significant influence in accordance with paragraph 17 of
      Accounting Principles Board Opinion No. 18, "The Equity Method of
      Accounting for Investments in Common Stock", which defines a significant
      interest as an interest in voting stock of an investee of between 20% and
      50%, as amended by Emerging Issue Task Force Topic No. D-46, "Accounting
      for Limited Partnership Investments" ("EITF D-46"), which defines a
      significant interest in a limited partnership as an investment of more
      than 3 to 5 percent. Investments in limited liability companies were also
      treated in accordance with EITF D-46.

      Our disclosure includes open and closed end investment products as well as
      partnership vehicles distributed in various global jurisdictions. On
      initial implementation of FIN 46-R, we performed a quantitative test on
      all of our sponsored investment products to determine FRI's variable
      interest percentage in each product. In general, two methodologies were
      used. For the vast majority of our products that did not have
      characteristics that would indicate that the equity interest of investors
      were not proportional to their obligations to absorb the expected losses
      of the entity, their rights to receive the expected residual returns of
      the entity, or both, such as the existence of subordinated debt issued to
      an equity holder, we performed a simplified test based on estimated
      volatility of each product's performance. If the test results indicated
      that FRI's variable interest was between 20 and 50 percent (or between 5
      and 50 percent for L.P.'s and L.L.C.'s), we disclosed these as significant
      variable interest holdings.

      In addition, there were a number of private equity investments vehicles
      that contained certain variable return clauses that led us to perform
      simulation testing on initial implementation of FIN 46-R. If the
      simulation results indicated that we held a variable interest between 20
      and 50 percent (or between 5 and 50 percent for L.P.'s and L.L.C.'s), we
      disclosed these as significant variable interest holdings. We have
      continued to use our initial approach in subsequent filings, including our
      consolidated financial statements included in Form 10-K as of September
      30, 2004.

                                     Page 4
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      Revision to Note 13: Commitments and Contingencies

      In future filings, we intend to revise our commitments and contingencies
      note as follows:

           "We have reviewed our interest in LFL, a company incorporated in
           Ireland whose sole business purpose is to finance our deferred
           commission assets, for consolidation under FIN 46-R. Based on our
           analysis, we determined that we hold a significant interest in LFL
           but we are not the primary beneficiary of LFL because we do not hold
           a majority of the risks and rewards of ownership. As of September 30,
           2004, LFL had approximately $475.7 million in total assets and our
           exposure to loss related to LFL was limited to the carrying value of
           our investment in LFL and loan, interest and fees receivable from LFL
           totaling approximately $53.2 million. We have also reviewed our
           sponsored investment products for consolidation under FIN 46-R. We
           have determined that, in relation to certain of these products, we
           hold a significant interest but are not the primary beneficiary,
           because we do not hold a majority of the risks and rewards of
           ownership. As of September 30, 2004, total assets in sponsored
           investment products in which we held a significant interest were
           approximately $1,553.5 million and our exposure to loss as a result
           of our interest in these products was $256.1 million. These amounts
           represent our maximum exposure to loss and do not reflect our
           estimate of the actual losses that could result from adverse
           changes."

Note 21: Fair Value of Financial Instruments
--------------------------------------------

2.    Comment:

      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.

      Response:

      As requested, we will include a tabular presentation of the fair value of
      financial instruments in accordance with paragraph 10 of Statements of
      Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair
      Value of Financial Instruments" as revised by SFAS No. 119, "Disclosure
      about Derivative Financial Instruments and Fair Value of Financial
      Instruments", beginning with our 2005 Annual Report on Form 10-K. Although
      the carrying values, which approximate the fair values, of our financial
      instruments are disclosed in our Consolidated Balance Sheet and in var