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FRANKLIN RESOURCES INC Director's Dealing 2006

Feb 3, 2006

30512_dirs_2006-02-02_9391db9f-f507-4d11-ac54-26f1b1ddd851.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: 2006-01-31

Reporting Person: IKEDA DONNA S (Vice President - HR Intntl)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-01-31 Common Stock, par value $.10 S 90.8743 $98.5000 Disposed 19666.2523 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 732.6110 Indirect
Common Stock, par value $.10 240.0000 Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 1,808 shares represent unvested awards of restricted stock and 2,000 shares represent unvested restricted stock units. Unvested restricted stock units do not have voting rights but are entitled to receive dividends in cash.

F2: Also includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan (''ESIP'').

F3: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of December 15, 2005.