SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON GREGORY E

(Last)

(First)

(Middle)

C/O FRANKLIN RESOURCES, INC.

ONE FRANKLIN PARKWAY

(Street)

SAN MATEO

944031906

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [ BEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.10	02/01/2006		M		27,044	A	$31.93	537,522⁽¹⁾	D
Common Stock, par value $.10	02/01/2006		M		85,467	A	$36.42	622,989	D
Common Stock, par value $.10	02/01/2006		S		112,511	D	$98.95	510,478	D
Common Stock, par value $.10								15,274⁽²⁾	I	As a Trustee for Minor Child
Common Stock, par value $.10								1,368.829⁽³⁾	I	By 401(k)
Common Stock, par value $.10								3,379⁽⁴⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$31.93⁽⁵⁾	02/01/2006		M			27,044⁽⁵⁾⁽⁶⁾	09/29/2000	09/28/2007	Common Stock, par value $.10	27,044⁽⁵⁾	$31.93⁽⁵⁾	0.0000	D
Employee Stock Options (Right to Buy)	$36.42⁽⁵⁾	02/01/2006		M			85,467⁽⁵⁾⁽⁷⁾	09/28/2001	11/21/2010	Common Stock, par value $.10	85,467⁽⁵⁾	$36.42⁽⁵⁾	0.0000	D

Explanation of Responses:

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

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

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

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

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

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

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

Remarks:

	/s/ JOHNSON, GREGORY E.	02/03/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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