FRANKLIN RESOURCES INC — Director's Dealing 2009

Dec 15, 2009

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-04	Common Stock, par value $.10	A	12596	$107.18	Acquired	583636	Direct
2009-11-05	Common Stock, par value $.10	D	3845	—	Disposed	579791	Direct

Footnotes

F1: This amendment on Form 4/A to the Form 4 filed on 11/6/2009 ("Original Form 4") is made solely to: (a) report the correct number of shares of restricted stock granted by Issuer to the Reporting Person on 11/4/2009, reflecting (i) deletion of 11,664 unvested performance-based restricted stock units that were incorrectly included in the Original Form 4, and (ii) the correct amount of securities beneficially owned directly on such date after giving effect to such deletion (which included 72,802 unvested shares of restricted stock as of such date); and (b) report the 11/5/2009 forfeiture of 3,845 shares of restricted stock previously granted by Issuer to the Reporting Person on 12/15/2005 that have been forfeited due to certain performance criteria not being met (with 68,957 remaining unvested shares of restricted stock as of such date). Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 4 remains the same.