EXHIBIT 32.1


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO SECTION 906
             OF THE SARBANES-OXLEY ACT OF 2002 (FURNISHED HEREWITH)


I, Martin L. Flanagan,  Co-Chief Executive Officer of Franklin  Resources,  Inc.
(the "Company"), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     1.   The Annual  Report on Form 10-K of the  Company  for the  fiscal  year
          ended  September  30,  2004 (the  "Report")  fully  complies  with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


Dated:  December 13, 2004         /S/ MARTIN L. FLANAGAN
                                    -------------------------------------------
                                    Martin L. Flanagan
                                    President and Co-Chief Executive Officer