Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Advani Vijay Chandur
 2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2005		 3. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [BEN]
(Last)
(First)
(Middle)
C/O FRANKLIN RESOURCES, INC., ONE FRANKLIN PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Managing Director
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN MATEO, CA 94403-1906		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.10 24,334.6405 (1)
D
 
Common Stock, par value $.10 10,894.95
I
By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 09/30/2002(2) 11/19/2011 Common Stock, par value $.10 20,594 $ 36.3 D  
Employee Stock Option (Right to Buy) 09/30/2003(3) 11/09/2012 Common Stock, par value $.10 30,891 $ 31.95 D  
Employee Stock Option (Right to Buy) 09/30/2004(4) 11/11/2013 Common Stock, par value $.10 25,743 $ 47.57 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Advani Vijay Chandur
C/O FRANKLIN RESOURCES, INC.
ONE FRANKLIN PARKWAY
SAN MATEO, CA 94403-1906		       Executive Managing Director  

Signatures

/s/ ADVANI, VIJAY 09/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Of the amount of securities beneficially owned, 22,237 shares represent unvested awards of restricted stock shares.
(2) The option is fully exercisable.
(3) The option becomes exercisable in three approximately equal increments on each of September 30, 2003, September 30, 2004, and September 30, 2005.
(4) The option becomes exercisable in three approximately equal increments on each of September 30, 2004, September 30, 2005, and September 29, 2006.

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