FRANKLIN RESOURCES INC — Director's Dealing 2008

Feb 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-01-31

Reporting Person: RATNATHICAM SANCHAYAN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Deferred Director's Fee (FRI)	$	A	720.5303	Acquired	2023-04-20	Common Stock, par value $.10 (720.5303)	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
Director Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested
dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc and its
subsidiaries. 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.