FRANKLIN RESOURCES INC — Director's Dealing 2006

Aug 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-08-25

Reporting Person: BOLT JENNIFER J (EVP-Operations and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-25	Common Stock, par value $.10	M	3623	$31.9300	Acquired	481571.3114	Direct
2006-08-25	Common Stock, par value $.10	S	3623	$97.0012	Disposed	477948.3114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-25	Employee Stock Option (Right to Buy)	$31.9300	M	3623	Disposed	2007-09-28	Common Stock, par value $.10 (3623.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	41453.0000	Indirect
Common Stock, par value $.10	864.9370	Indirect
Common Stock, par value $.10	968.0000	Indirect
Common Stock, par value $.10	11000.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 14,932 shares represent unvested awards of restricted stock shares.

F2: Shares are held by Ms. Bolt as Trustee for Ms. Bolt's minor children. Ms. Bolt disclaims any beneficial ownership of such shares.

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: Shares are held by a member of Mrs. Bolt's immediate family. Mrs. Bolt disclaims any beneficial ownership of such shares.

F5: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F6: This report reflects the exercise of options orginally granted on November 17, 1999.