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FRANKLIN RESOURCES INC Director's Dealing 2008

Nov 7, 2008

30512_dirs_2008-11-06_dc62fa03-80e8-45ec-81c6-cae13edece82.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-09-30

Reporting Person: BOLT JENNIFER J (EVP-Operations and Technology)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-02-07 Common Stock, par value $.10 G 27.0000 $0.0000 Disposed 500158.4994 Direct
2006-08-17 Common Stock, par value $.10 G 511.0000 $0.0000 Disposed 499647.4994 Direct
2007-05-02 Common Stock, par value $.10 G 38.0000 $0.0000 Disposed 499609.4994 Direct
2007-10-15 Common Stock, par value $.10 G 546.0000 $0.0000 Disposed 499063.4994 Direct
2007-11-21 Common Stock, par value $.10 G 207.0000 $0.0000 Acquired 499270.4994 Direct
2008-02-29 Common Stock, par value $.10 G 21.0000 $0.0000 Disposed 499249.4994 Direct
2008-07-10 Common Stock, par value $.10 G 266.0000 $0.0000 Acquired 499515.4994 Direct
2007-11-21 Common Stock, par value $.10 G 1035.0000 $0.0000 Acquired 43528.0000 Indirect
2008-07-10 Common Stock, par value $.10 G 1330.0000 $0.0000 Acquired 44858.0000 Indirect
2007-11-21 Common Stock, par value $.10 G 207.0000 $0.0000 Acquired 1383.0000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 876.5570 Indirect
Common Stock, par value $.10 870000.0000 Indirect
Common Stock, par value $.10 5000.0000 Indirect

Footnotes

F1: Gift of shares was inadvertently not reported on a Form 5 or other report with respect to the Issuer's fiscal year ended September 30, 2006.

F2: Not applicable.

F3: Gift of shares was inadvertently omitted from Form 5 with respect to the Issuer's fiscal year ended September 30, 2007, filed on November 14, 2007, as amended on December 26, 2007.

F4: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F5: Shares held by a member of the Reporting Person's immediate family. The Reporting Person disclaims beneficial ownership of such shares.

F6: Reporting Person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 15, 2008.

F7: Business trust for the benefit of the Reporting Person and the Reporting Person's children.