FRANKLIN RESOURCES INC — Director's Dealing 2005

Oct 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-10-03

Reporting Person: KRATTER LESLIE M (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-03	Common Stock, par value $.10	S	1317	$83.3400	Disposed	59970.3231	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Of the amount of securities beneficially owned, 5,886 shares represent unvested awards of restricted stock shares.

F2: Shares were sold to Franklin Resources, Inc. in connection with the vesting of a prior award under the 2002 Plan in order to make a tax payment.

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.