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FRANKLIN RESOURCES INC Director's Dealing 2005

Nov 9, 2005

30512_dirs_2005-11-08_35aed867-862d-4708-b960-c8cfb824006c.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: 2005-11-07

Reporting Person: BOLT JENNIFER J (Senior Vice President & CIO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-11-07 Common Stock, par value $.10 S 1445 $91.4970 Disposed 477336.6251 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 38753.0000 Indirect
Common Stock, par value $.10 794.9040 Indirect
Common Stock, par value $.10 428.0000 Indirect
Common Stock, par value $.10 11000.0000 Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 16,599 shares represent unvested awards of restricted stock shares.

F2: Shares are held by Ms. Bolt as Trustee for Ms. Bolt's minor children. Ms. Bolt disclaims any beneficial ownership of such shares.

F3: Shares represent a pro-rata number of shares equivalent to Ms. Bolt's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2004. Ms. Bolt disclaims beneficial ownership of such shares.

F4: Shares are held by a member of Mrs. Bolt's immediate family. Mrs. Bolt disclaims any beneficial ownership of such shares.