FRANKLIN RESOURCES INC — Director's Dealing 2006

Aug 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-07-31

Reporting Person: LUSK JOHN M (EVP-Portfolio Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-31	Common Stock, par value $.10	D	44.8309	$91.4500	Disposed	18050.1986	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	397.5140	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 11,550 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: Shares were sold to Franklin Resources, Inc. in order to make a tax payment associated with the acquisition of ESIP shares.

F4: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of June 15, 2006.