<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa_lewis.txt
<TEXT>
                                                                      EXHIBIT 24

                            LIMITED POWER OF ATTORNEY
                                       FOR
                        SECTION 16 REPORTING OBLIGATIONS


     Know all by these presents, that the undersigned hereby makes,  constitutes
and  appoints  each  of  Barbara  J.  Green  and  David  P.  Goss,  each  acting
individually,  as the undersigned's true and lawful attorney-in-fact,  with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments  thereto) with respect to the  securities of Franklin  Resources,
Inc., a Delaware  corporation (the "Reporting  Entity"),  with the United States
Securities and Exchange  Commission,  any national securities  exchanges and the
Reporting  Entity,  as considered  necessary or advisable under Section 16(a) of
the Securities  Exchange Act of 1934 and the rules and  regulations  promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf,  information on transactions in the Reporting  Entity's  securities from
any third party,  including  brokers,  employee benefit plan  administrators and
trustees,  and the undersigned  hereby authorizes any such person to release any
such  information to the  undersigned and approves and ratifies any such release
of information; and

(3)  perform  any  and  all  other  acts  which  in  the   discretion   of  such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

     The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes,  but does not require,  each such
attorney-in-fact  to act in their  discretion  on  information  provided to such
attorney-in-fact without independent verification of such information;

(2) any documents  prepared and/or executed by either such  attorney-in-fact  on
behalf of the undersigned  pursuant to this Limited Power of Attorney will be in
such  form  and  will  contain  such   information   and   disclosure   as  such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Reporting  Entity nor either of such  attorneys-in-fact  assumes
(i) any  liability  for the  undersigned's  responsibility  to  comply  with the
requirements  of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such  requirements,  or (iii) any obligation or liability
of the undersigned for profit  disgorgement  under Section 16(b) of the Exchange
Act; and

<PAGE>

(4) this  Limited  Power of  Attorney  does not  relieve  the  undersigned  from
responsibility  for  compliance  with the  undersigned's  obligations  under the
Exchange Act,  including  without  limitation the reporting  requirements  under
Section 16 of the Exchange Act.

     The   undersigned   hereby   gives  and  grants   each  of  the   foregoing
attorneys-in-fact  full power and  authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the  foregoing  matters as fully to all intents and purposes as the  undersigned
might  or  could  do  if   present,   hereby   ratifying   all  that  each  such
attorney-in-fact of, for and on behalf of the undersigned,  shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

     This Limited Power of Attorney  shall remain in full force and effect until
revoked  by  the  undersigned  in  a  signed  writing  delivered  to  each  such
attorney-in-fact.

     IN WITNESS  WHEREOF,  the  undersigned  has caused  this  Limited  Power of
Attorney to be executed as of this 30th day of June, 2005.


                                            /s/ Kenneth A. Lewis
                                            --------------------
                                            Signature


                                            KENNETH A. LEWIS
                                            -------------------
                                            Print Name

</TEXT>
</DOCUMENT>
