FRANKLIN RESOURCES INC — Director's Dealing 2008

Aug 21, 2008

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2007-09-28

Reporting Person: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-28	Common Stock, par value $.10	F	671.0000	$127.5000	Disposed	9787.8771	Direct

Footnotes

F1: This amendment on Form 4/A to the Form 4 filed on October 2, 2007 (Original Form 4) is made solely to (a) report the correct
amount of securities disposed of pursuant to the reported transaction to reflect the disposition of 150 additional
securities that were inadvertently omitted from the Original Form 4, and (b) correct the amount of securities beneficially
owned directly following the reported transaction, after giving effect to such correction and a reinvested dividend
adjustment. Except for the foregoing, no new or revised transactions or holdings are being reported.

F2: Of the amount of securities beneficially owned, 1,069 shares represent unvested awards of restricted stock shares.