FRANKLIN RESOURCES INC — Director's Dealing 2006

Jul 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-07-20

Reporting Person: WOODWORTH LOUIS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-20	Common Stock, par value $.10	M	671.4326	—	Acquired	1075922.4326	Direct
2006-07-20	Common Stock, par value $.10	D	671.4326	$85.4100	Disposed	1075251.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-20	Deferred Director's Fee (FRI)	$	A	17.5623	Acquired	2019-01-21	Common Stock, par value $.10 (17.5623)	Direct
2006-07-20	Deferred Director's Fees (FRI)	$	M	671.4326	Disposed	2015-07-20	Common Stock, par value $.10 (671.4326)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	468088.0000	Indirect
Common Stock, par value $.10	220000.0000	Indirect

Footnotes

F1: Not Applicable

F2: Shares are held by a member of Mr. Woodworth's family. Mr. Woodworth disclaims beneficial ownership of such shares.

F3: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the January following the director's 75th birthday. See footnote below.

F4: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning the April 20 following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each July 20, October 20, January 20 and April 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

F5: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees based upon the performance of Issuer's stock payable in cash in forty substantially equal quarterly installments beginning on October 20, 2005 and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day.

F6: Each hypothetical unit is the economic equivalent of one share of the Issuer's stock.