FRANKLIN RESOURCES INC — Director's Dealing 2009

Nov 9, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-24	Common Stock, par value $.10	G	1025	—	Disposed	571040	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	18158	Indirect
Common Stock, par value $.10	1408.591	Indirect
Common Stock, par value $.10	940000	Indirect
Common Stock, par value $.10	4821	Indirect
Common Stock, par value $.10	2700	Indirect

Footnotes

F1: Not applicable.

F2: Of the amount of securities beneficially owned, 60,206 shares represent unvested awards of restricted stock.

F3: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F4: Reporting Person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 30, 2009.

F5: Shares held by a member of the Reporting Person's immediate family. The Reporting Person disclaims beneficial ownership of such shares.

F6: Business trust for the benefit of the Reporting Person and the Reporting Person's children.