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: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-17	Common Stock, par value $.10	G	1125	—	Disposed	171632.0000	Direct
2006-09-29	Common Stock, par value $.10	F	2030	$105.7500	Disposed	169602.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	40238.3650	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 6,265 shares represent unvested awards of restricted stock shares at the time of the transaction.

F2: 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.

F3: Of the amount of securities beneficially owned, 2,090 shares represent unvested awards of restricted stock shares at the time of the transaction.

F4: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 15, 2006.

F5: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's child. Ms. Tatlock disclaims any beneficial ownership of such shares.