EXHIBIT 32.3
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                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, James R. Baio,  Senior Vice President and Chief Financial 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  quarterly  report on Form 10-Q of the Company  for the  quarterly
          period ended March 31, 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:  May 14, 2004                  /S/ JAMES R. BAIO
                                      -------------------------
                                      James R. Baio
                                      Senior Vice President and
                                      Chief Financial Officer