FRANKLIN RESOURCES INC — Director's Dealing 2009

Dec 7, 2009

SEC Form 4/A — Form 4/A

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

Reporting Person: ALEXANDER PENELOPE S (Vice-President, HR - US)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-04	Common Stock, par value $.10	A	797	$107.18	Acquired	6475.0466	Direct

Footnotes

F1: This amendment on Form 4/A to the Form 4 filed on November 5, 2009 (the "Original Form 4") is made solely to: (a) report the correct number of shares of restricted stock granted by the Issuer to the Reporting Person on November 4, 2009, reflecting the deletion of 1,176 unvested performance-based restricted stock units that were incorrectly included in the Original Form 4, and (b) correct the amount of securities beneficially owned directly on such date after giving effect to such deletion (which included 2,231 shares that represented unvested awards 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.