FRANKLIN RESOURCES INC — Director's Dealing 2005

Nov 9, 2005

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-11-07

Reporting Person: JOHNSON GREGORY E (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-07	Common Stock, par value $.10	S	15000	$91.6700	Disposed	472276.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	14652.0000	Indirect
Common Stock, par value $.10	1271.3890	Indirect
Common Stock, par value $.10	3068.0000	Indirect

Footnotes

F1: This amendment on Form 4/A is being filed to correct the error of a prior filing. A Form 4 was filed on 11/4/2005, for transaction date of 11/2/05. Such filing was made in error. This amendment on Form 4/A is being made to correct such error and report a transaction for 11/7/2005.

F2: Of the amount of securities beneficially owned, 48,258 shares represent unvested awards of restricted stock shares.

F3: Shares are held by Mr. Johnson as Trustee for Mr. Johnson's minor children. Mr. Johnson disclaims any beneficial ownership of such shares.

F4: Shares represent a pro-rata number of shares equivalent to Mr. Johnson's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2004. Mr. Johnson disclaims beneficial ownership of such shares.

F5: Shares are held by a member of Mr. Johnson's immediate family. Mr. Johnson disclaims any beneficial ownership of such shares.