FRANKLIN RESOURCES INC - Director's Dealing 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-09-14

Reporting Person: BAIO JAMES R (EVP, CFO and Treasurer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-14	Common Stock, par value $.10	M	7600	$36.3000	Acquired	32265.9186	Direct
2006-09-14	Common Stock, par value $.10	S	7600	$104.0622	Disposed	24665.9186	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-14	Employee Stock Option (Right to Buy)	$36.3000	M	7600	Disposed	2011-11-19	Common Stock, par value $.10 (7600.0000)	Direct

Security	Shares	Ownership
Common Stock, par value $.10	447.5880	Indirect

F1: Of the amount of securities beneficially owned, 8,779 shares represent unvested awards of restricted stock shares.

F2: Also includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan (''ESIP'').

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

F4: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F5: This report reflects the exercise of options orginally granted on November 19, 2001.