FRANKLIN RESOURCES INC — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-15	Common Stock, par value $.10	S	5210	$98.5017	Disposed	46731.1159	Direct
2006-02-15	Common Stock, par value $.10	M	9913	$47.5700	Acquired	56644.1159	Direct
2006-02-15	Common Stock, par value $.10	S	7812	$98.4720	Disposed	48832.1159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-15	Employee Stock Option (Right to Buy)	$47.5700	M	9913	Disposed	2013-11-11	Common Stock, par value $.10 (9913.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	3.0840	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: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of December 15, 2005.

F3: 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.

F4: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F5: This report reflects the exercise of options orginally granted on November 12, 2003.