FRANKLIN RESOURCES INC — Director's Dealing 2006

Aug 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-08-15

Reporting Person: KRATTER LESLIE M (SVP & Assistant Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-15	Common Stock, par value $.10	M	17161	$31.9500	Acquired	66187.0074	Direct
2006-08-15	Common Stock, par value $.10	S	17161	$95.5436	Disposed	49026.0074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-15	Employee Stock Option (Right to Buy)	$31.9500	M	17161	Disposed	2012-11-09	Common Stock, par value $.10 (17161.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	3.0920	Indirect
Common Stock, par value $.10	12864.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 7,236 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: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.

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 12, 2002.