FRANKLIN RESOURCES INC — Director's Dealing 2006

Jan 30, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2006-01-26

Reporting Person: ARMACOST SAMUEL H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-26	Deferred Director's Fee (FRI)	$	A	744.0476	Acquired	2015-04-20	Common Stock, par value $.10 (744.0476)	Direct

Footnotes

F1: Not Applicable

F2: 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.

F3: 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 perfomance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment on the April 20 following the director's separation from service from Franklin Resouces, Inc. and its subsidiaries, except that if such date is a Saturday, Sunday or holiday, then the payment shall be paid on the next business day.