FRANKLIN RESOURCES INC — Director's Dealing 2008

Jun 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-06-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-05	Common Stock, par value $.10	G	1086	—	Disposed	494572.4994	Direct
2008-06-04	Common Stock, par value $.10	J	799920	—	Acquired	875000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	42493	Indirect
Common Stock, par value $.10	872.816	Indirect
Common Stock, par value $.10	1176	Indirect

Footnotes

F1: Not applicable.

F2: Trust received a pro-rata distribution from a limited partnership in which the trust is a limited partner. No consideration was paid in respect thereof.

F3: Business trust for the benefit of the Reporting Person and the Reporting Person's children.

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

F5: Reporting Person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of March 17, 2008.

F6: Shares are held by a member of the Reporting Person's immediate family. The Reporting Person disclaims any beneficial ownership of such shares.