FRANKLIN RESOURCES INC — Director's Dealing 2006

Oct 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-10-20

Reporting Person: WOODWORTH LOUIS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-20	Common Stock, par value $.10	M	671.4326	—	Acquired	1070922.4326	Direct
2006-10-20	Common Stock, par value $.10	D	671.4326	$105.7200	Disposed	1070251.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-20	Deferred Director's Fees (FRI)	$	M	671.4326	Disposed	2015-07-20	Common Stock, par value $.10 (671.4326)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	448088.0000	Indirect
Common Stock, par value $.10	220000.0000	Indirect

Footnotes

F1: Not Applicable

F2: Shares are held by a member of Mr. Woodworth's family. Mr. Woodworth disclaims beneficial ownership of such shares.

F3: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees based upon the performance of Issuer's stock 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.

F4: Each hypothetical unit is the economic equivalent of one share of the Issuer's stock.