FRANKLIN RESOURCES INC — Director's Dealing 2006

Feb 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-02-01

Reporting Person: JOHNSON GREGORY E (CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-01	Common Stock, par value $.10	M	27044	$31.9300	Acquired	537522.0000	Direct
2006-02-01	Common Stock, par value $.10	M	85467	$36.4200	Acquired	622989.0000	Direct
2006-02-01	Common Stock, par value $.10	S	112511	$98.9500	Disposed	510478.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-01	Employee Stock Option (Right to Buy)	$31.9300	M	27044	Disposed	2007-09-28	Common Stock, par value $.10 (27044.0000)	Direct
2006-02-01	Employee Stock Options (Right to Buy)	$36.4200	M	85467	Disposed	2010-11-21	Common Stock, par value $.10 (85467.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	15274.0000	Indirect
Common Stock, par value $.10	1368.8290	Indirect
Common Stock, par value $.10	3379.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 77,363 shares represent unvested awards of restricted stock shares.

F2: Shares are held by Mr. Johnson as Trustee for Mr. Johnson's minor children. Mr. Johnson disclaims any beneficial ownership of such shares.

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.

F4: Shares are held by a member of Mr. Johnson's immediate family. Mr. Johnson disclaims any beneficial ownership of such shares.

F5: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on April 15, 2005.

F6: This report reflects the exercise of options originally granted on November 17, 1999.

F7: This report reflects the exercise of options originally granted on November 21, 2000.