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FRANKLIN RESOURCES INC Director's Dealing 2006

Oct 4, 2006

30512_dirs_2006-10-03_aec6494d-2665-4fac-8f8f-12674b5cba09.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: 2006-09-29

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-09-29 Common Stock, par value $.10 F 1318 $105.7500 Disposed 41590.5175 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 3.0960 Indirect
Common Stock, par value $.10 12864.0000 Indirect

Footnotes

F1: Shares were sold to Franklin Resources, Inc. in connection with the vesting of a prior award under the 2002 Universal Stock Incentive Plan in order to make a tax payment.

F2: Of the amount of securities beneficially owned, 4,559 shares represent unvested awards of restricted stock shares.

F3: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 15, 2006.

F4: 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.