FRANKLIN RESOURCES INC — Director's Dealing 2006

Oct 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-09-29

Reporting Person: LUSK JOHN M (EVP-Portfolio Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-29	Common Stock, par value $.10	F	741	$105.7500	Disposed	17499.1596	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	398.0670	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, 9,482 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.