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: TATLOCK ANNE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-03	Common Stock, par value $.10	G	930	—	Disposed	147766	Direct
2009-09-15	Common Stock, par value $.10	G	1000	—	Disposed	188012	Direct

Footnotes

F1: Not applicable.

F2: The Reporting Person no longer has a reportable interest in 17,064 shares previously reported in the Reporting Person's prior indirect immediate family ownership records.

F3: As of September 30, 2009, includes 41,246 shares previously owned indirectly through the Franklin Templeton Profit Sharing 401(k) Plan.