X0202 4 2005-09-30 0 0000038777 FRANKLIN RESOURCES INC BEN 0001010256 WOODWORTH LOUIS E 1505 7TH AVENUE WEST SEATTLE WA 98119 1 0 0 0 Deferred Director's Fees (FRI) 2005-09-30 4 A 0 148.8804 83.9600 A 2008-02-27 2008-02-27 Common Stock, par value $.10 148.8804 26738.3906 D Not Applicable Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees based upon the performance of Issuer's stock (including reinvested dividends) payable in cash on the earlier of Mr. Woodworth's ceasing to be a director or February 27, 2008. Represents the equivalent amount of Franklin Resources, Inc.'s common stock under the director's deferred compensation arrangement as of the transaction date. By: BARBARA J. GREEN, ATTORNEY-IN-FACT 2005-10-04