EXHIBIT 3(i)(e)
                                                                 ---------------

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION


Franklin  Resources,  Inc.  (the  "Corporation"),  a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware ("DGCL"),

     DOES HEREBY CERTIFY:

          FIRST:  That Article Fourth of the  Certificate of  Incorporation  has
          been amended, so that, as amended,  said Article reads in its entirety
          as follows:

               "FOURTH:   The  total   number  of  shares  of  stock  which  the
               corporation  shall have  authority  to issue is One  Billion  One
               Million    (1,001,000,000)   shares,   of   which   One   Billion
               (1,000,000,000)  shares shall be common stock of the par value of
               ten cents ($0.10),  and One Million  (1,000,000)  shares shall be
               preferred  stock of the par  value  of one  dollar  ($1.00).  The
               preferred  stock  shall be  issuable  from time to time in one or
               more   series  of  equal   rank  with  such   different   series,
               designations,  preferences and relative, participating,  optional
               or other  special  rights,  and  qualifications,  limitations  or
               restrictions  thereof, and shall be subject to redemption at such
               time or times and at such price or prices,  and shall entitle the
               holders to receive  dividends at such rates,  on such  conditions
               and at such times,  and cumulative or non  cumulative,  and shall
               entitle  the  holders to such rates upon the  dissolution  of, or
               upon any  distribution  of the assets of,  the  corporation,  and
               shall be convertible  into, or  exchangeable  for,  shares of any
               class or classes or any other series,  at such price or prices or
               at such rate or rates of exchange and with such  adjustments,  as
               shall be stated in the  resolution or  resolutions  providing for
               the issue of such stock adopted by the Board of Directors."

          SECOND:  That the foregoing  amendment was declared  advisable and was
          duly adopted by the Board of Directors of the Corporation and approved
          by a majority of the  stockholders  of the  Corporation  at the Annual
          Meeting of  Stockholders  held on January 25, 2005, in accordance with
          the provisions of Sections 222 and 242 of the DGCL.



     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
issued by Martin L. Flanagan, its President and Co-Chief Executive Officer, this
2nd day of February 2005.


                                    By: /s/ MARTIN L. FLANAGAN
                                        --------------------------------
                                        Martin L. Flanagan
                                        President and Co-Chief Executive
                                        Officer