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FRANKLIN RESOURCES INC Director's Dealing 2005

Dec 19, 2005

30512_dirs_2005-12-19_4da35e8a-58fb-4c3a-aab9-d9ded1ce4d4e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: KRATTER LESLIE M (SVP & Assistant Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-12-13 Common Stock, par value $.10 G 60 Disposed 62260.3231 Direct
2005-12-15 Common Stock, par value $.10 S 10400 $97.4700 Disposed 51860.3231 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 12864.0000 Indirect

Footnotes

F1: The reporting person contributed common stock of Franklin Resources, Inc. to an exchange fund in exchange for shares of the exchange fund. The common stock contributed was valued at $97.47 per share for the purpose of determining the number of shares of the exchange fund issuable to the reporting person.

F2: Of the amount of securities beneficially owned, 8,236 shares represent unvested awards of restricted stock shares.

F3: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.