FRANKLIN RESOURCES INC — Director's Dealing 2006

Aug 17, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2005-09-30

Reporting Person: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-11	Common Stock, par value $.10	G	2025	—	Disposed	190320.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38492.9300	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 15,287 shares represent unvested awards of restricted stock shares.

F2: Shares are held in connection with an employee benefit plan.

F3: 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.