EXHIBIT 23.1


                     CONSENT OF PRICEWATERHOUSECOOPERS LLC,
                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  ---------------------------------------------

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No. 333-100801) of Franklin Resources, Inc. of our report
dated  September  24,  2004 with  respect  to the  financial  statements  of the
Franklin  Resources,  Inc. 1998 Employee Stock Investment Plan, which appears in
this Form 11-K.


PricewaterhouseCoopers LLP
San Francisco, California
October 27, 2004