FRANKLIN RESOURCES INC — Director's Dealing 2006

Sep 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-09-13

Reporting Person: IKEDA DONNA S (VP - HR International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-13	Common Stock, par value $.10	M	10000	$36.3000	Acquired	30261.8485	Direct
2006-09-13	Common Stock, par value $.10	S	10000	$104.7854	Disposed	20261.8485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-13	Employee Stock Option (Right to Buy)	$36.3000	M	10000	Disposed	2011-11-19	Common Stock, par value $.10 (10000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	734.4490	Indirect
Common Stock, par value $.10	240.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 1,808 shares represent unvested awards of restricted stock and 2,000 shares represent unvested restricted stock units. Unvested restricted stock units do not have voting rights but are entitled to receive dividends in cash.

F2: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of June 15, 2006.

F3: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F4: This report reflects the exercise of options orginally granted on November 19, 2001.