UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: September 30, 2005 Check here if Amendment [X]; Amendment Number: 1 This Amendment (Check only one.): [ ] is a restatement. [X] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Franklin Resources, Inc. Address:One Franklin Parkway San Mateo, CA 94403-1906 Form 13F File Number: 28-734 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Barbara J. Green Title: Vice President, Deputy General Counsel and Secretary Phone: 650-312-2000 Signature, Place, and Date of Signing: /s/ BARBARA J. GREEN San Mateo, California December 2, 2005 Report Type (Check only one.): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 1 Form 13F Information Table Entry Total: 3 Form 13F Information Table Value Total: $ 569, 440 (thousands) List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name -- ---------------------- ------ 5 28-6154 FRANKLIN MUTUAL ADVISERS, LLC FORM 13F INFORMATION TABLE ----------------------------------------------------------------------------------------------------------------------------------- COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 NAME OF ISSUER TITLE CUSIP VALUE SHRS OR SH/ PUT/ INVEST- OTHER VOTING AUTHORITY OF (X1000) PRN AMT PRN CALL MENT MANA- CLASS DISCRE- GERS SOLE SHARED NONE TION ----------------------------------------------------------------------------------------------------------------------------------- HOLLINGER INTERNATIONAL INC COMMON SHS 435569108 55432 5962664 SH DEFINED 5 5962664 0 0 KINDRED HEALTHCARE INC COMMON SHS 494580103 178184 6291368 SH DEFINED 5 6291368 0 0 TIME WARNER INC COMMON SHS 887317105 335824 19065100 SH DEFINED 5 19065100 0 0 --------- GRAND TOTAL 569,440 *** RECORD TOTALS *** RECS READ: RECS SELECTED: LINE ITEMS: 3