FRANKLIN RESOURCES INC — Director's Dealing 2008

Nov 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-11-03

Reporting Person: JOHNSON GREGORY E (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-03	Common Stock, par value $.10	A	30582	$68.67	Acquired	607566	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	17094	Indirect
Common Stock, par value $.10	1390.697	Indirect
Common Stock, par value $.10	940000	Indirect
Common Stock, par value $.10	4289	Indirect
Common Stock, par value $.10	2700	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 95,114 shares represent unvested awards of restricted shares.

F2: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F3: 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.

F4: Shares held by a member of the Reporting Person's immediate family. The Reporting Person disclaims beneficial ownership of such shares.

F5: Business trust for the benefit of the Reporting Person and the Reporting Person's children.