FRANKLIN RESOURCES INC — Director's Dealing 2005

Dec 20, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-12-15

Reporting Person: WOODWORTH LOUIS E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-15	Deferred Director's Fees (FRI)	$	A	15.3783	Acquired	2015-07-20	Common Stock, par value $.10 (15.3783)	Direct
2005-12-16	Deferred Director's Fees (FRI)	$	A	30.9246	Acquired	2015-07-20	Common Stock, par value $.10 (30.9246)	Direct

Footnotes

F1: Not Applicable

F2: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees based upon the performance of Issuer's stock (including reinvested dividends) payable in cash in forty substantially equal quarterly installments beginning on October 20, 2005 and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day.

F3: Represents the equivalent amount of Franklin Resources, Inc.'s common stock under the director's deferred compensation arrangement.