Mail Stop 4561

March 13, 2006

By U.S. Mail and facsimile to (650) 312-3528.

James R. Baio
Executive Vice President and Chief Financial Officer
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403

Re:	Franklin Resources, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2005
	File No. 001-09318

Dear Mr. Baio:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In our comment, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Management`s Discussion and Analysis

Results of Operations

Amortization of Deferred Sales Commissions, page 50

1. We note your disclosure on page 51 that you finance certain
deferred commission assets through Lightning Finance Company
Limited
(LFL) and that the financing of deferred commission assets arising
from your U.S. distribution subsidiary is treated as a financing
transaction (as opposed to a sale).  You further state that LFL
has
entered into a direct agreement with your Canadian and European
sponsored investment products and, as a result, you do not record
deferred commission assets from these sources.  Please clarify for
us
the relationship between LFL and your Canadian and European
sponsored
investment products and more clearly explain your accounting
treatment for the related sales commissions and distribution fees.
Refer to FSP EITF 85-24-1, if applicable.

Consolidated Financial Statements

Note 1 - Significant Accounting Policies, page 80

Derivatives, page 81

2. We note your disclosure that you periodically enter into
interest-
rate swap agreements which are designated as either fair value or
cash flow hedges.  It is not clear, however, whether you were
involved in such hedging transactions during the periods presented
in
your filing.  Please advise us and revise future filings to
provide
the following information related to your derivative instruments
and
hedging activities:

* Identify each type of asset or liability for which you employ
hedging strategies;

* Identify the types of market risk associated with each asset or
liability identified above;

* Identify the financial instruments, including the types of
derivatives, which you use to manage each of these risks;

* Disclose the hedging classification for each derivative
instrument;
and

* Describe the methods used to both prospectively and
retrospectively
assess hedge effectiveness and measure hedge ineffectiveness.

Revenues, page 84

3. Please tell us and revise future filings to disclose whether
you
recognize revenue from 12b-1 fees when such fees are received in
accordance with EITF 85-24.

Note 5 - Investment Securities and Other Securities, page 88

4. Please revise future filings to include the disclosures
required
by paragraph 21 of EITF 03-1.

Note 7 - Securitization of Loans Receivable, page 91

5. We note your disclosure on page 92 that you receive annual
servicing fees for services provided to certain securitization
trusts.  Please revise future filings to clearly disclose that the
loans sold in your auto loan securitization transactions are sold
with servicing retained.  In addition, please disclose whether you
have recorded a servicing asset or liability as a result of your
obligation to service these loans or whether you have determined
that
the benefits of servicing are just adequate to compensate you for
your servicing responsibilities.  To the extent that you do
recognize
either a servicing asset or liability, please provide the
disclosures
required by paragraph 17(e) of SFAS 140.

Note 11 - Debt, page 95

6. Please tell us how you considered the guidance in paragraphs
12-16
of SFAS 133 in determining whether the conversion feature embedded
in
your Liquid Yield Option Notes meets the definition of a
derivative
instrument that should be bifurcated and accounted for at fair
value.

Note 13 - Commitments and Contingencies

Legal Proceedings, page 99

7. We note your disclosure on page 51 that you recorded certain
charges in fiscal years 2005 and 2004 related to ongoing
governmental
investigations, proceedings and actions.  Please revise future
filings to disclose the nature of any accruals made pursuant to
SFAS
5 with respect to litigation, claims and assessments in your
financial statement footnotes.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter that keys your response to our comments, indicates
your
intent to include the requested revisions in future filings and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Rebekah Moore, Staff Accountant, at (202)
551-
3463 or me at (202) 551-3426 if you have questions.

Sincerely,



Angela Connell
Senior Accountant
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James R. Baio
Franklin Resources, Inc.
March 13, 2006
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