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FRANKLIN RESOURCES INC Director's Dealing 2006

Aug 3, 2006

30512_dirs_2006-08-02_7bfa4981-3a53-4f1f-8dcd-1c39287b4c09.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-07-31 Common Stock, par value $.10 D 78.9615 $91.4500 Disposed 48998.3764 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: 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.

F5: 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.