SEC – ‘UPLOAD’ from 3/14/06 re: Franklin Resources Inc – ‘LETTER’

On:  Tuesday, 3/14/06, at 1:56pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  11/13/06   ·   Accession #:  0-6-12344

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    18K 


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                                                                  
Page 4                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/13/06		13F-HR,  UPLOAD
Filed on:		3/14/06		UPLOAD
		3/13/06		4,  UPLOAD
		9/30/05		10-K,  10-K/A,  11-K,  13F-HR,  13F-HR/A,  4,  5,  5/A,  ARS,  UPLOAD
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