-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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MIC-Info: RSA-MD5,RSA,
 FG9RbVnxjUuyEBZKqXIO7mxPvnBcAocB302sSpeH7mMzdK1HtD8oGpP45/9v7db9
 lcjbZn7WbfRKfiI1ObluRQ==

<SEC-DOCUMENT>0000909518-08-000109.txt : 20080204
<SEC-HEADER>0000909518-08-000109.hdr.sgml : 20080204
<ACCEPTANCE-DATETIME>20080204212558
ACCESSION NUMBER:		0000909518-08-000109
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080131
FILED AS OF DATE:		20080204
DATE AS OF CHANGE:		20080204

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			RATNATHICAM SANCHAYAN
		CENTRAL INDEX KEY:			0001202811

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09318
		FILM NUMBER:		08574024

	BUSINESS ADDRESS:	
		STREET 1:		CNF INC
		STREET 2:		3240 HILLVIEW AVE.
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94304

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN RESOURCES INC
		CENTRAL INDEX KEY:			0000038777
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				132670991
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	BUSINESS ADDRESS:	
		STREET 1:		ONE FRANKLIN PARKWAY
		STREET 2:		BUILDING 920
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
		BUSINESS PHONE:		650-312-2000

	MAIL ADDRESS:	
		STREET 1:		FRANKLIN RESOURCES INC
		STREET 2:		ONE FRANKLIN PARKWAY
		CITY:			SAN MATEO
		STATE:			CA
		ZIP:			94403
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>ratnathicam_form4ex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2008-01-31</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0000038777</issuerCik>
        <issuerName>FRANKLIN RESOURCES INC</issuerName>
        <issuerTradingSymbol>BEN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001202811</rptOwnerCik>
            <rptOwnerName>RATNATHICAM SANCHAYAN</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O FRANKLIN RESOURCES, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>ONE FRANKLIN PARKWAY</rptOwnerStreet2>
            <rptOwnerCity>SAN MATEO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94403</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeTransaction>
            <securityTitle>
                <value>Deferred Director's Fee (FRI)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <transactionDate>
                <value>2008-01-31</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>720.5303</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>104.0900</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <exerciseDate>
                <value>2023-04-20</value>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2023-04-20</value>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock, par value $.10</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>720.5303</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>720.5303</value>
                    <footnoteId id="F3"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeTransaction>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Not Applicable.</footnote>
        <footnote id="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.</footnote>
        <footnote id="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.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Maria Gray, Attorney-In-Fact</signatureName>
        <signatureDate>2008-02-04</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>mm02-0408_f4ratnathicam24.txt
<TEXT>
                                                                      EXHIBIT 24
                                                                      ----------


                            LIMITED POWER OF ATTORNEY
                                       FOR
                        SECTION 16 REPORTING OBLIGATIONS
                        --------------------------------


         Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Craig S. Tyle and Maria Gray each acting
individually, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

(1)      prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Franklin
Resources, Inc., a Delaware corporation (the "Reporting Entity"), with the
United States Securities and Exchange Commission, any national securities
exchanges and the Reporting Entity, as considered necessary or advisable under
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

(2)      seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Reporting Entity's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to the undersigned and approves and
ratifies any such release of information; and

(3)      perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

         The undersigned acknowledges that:

(1)      this Limited Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)      any documents prepared and/or executed by either such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)      neither the Reporting Entity nor either of such attorneys-in-fact
assumes (i) any liability for the undersigned's responsibility to comply with
the requirements of the Exchange Act, (ii) any liability of the undersigned for
any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and


<PAGE>



(4)      this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

         The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

         This Limited Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 25th day of April, 2007.


                                                     /s/ Chutta Ratnathicam
                                                     ---------------------------
                                                     Signature


                                                     Chutta Ratnathicam
                                                     ---------------------------
                                                     Print Name
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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