FRANKLIN RESOURCES INC — Director's Dealing 2009

Nov 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Advani Vijay Chandur (EVP - Global Distribution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-04	Common Stock, par value $.10	A	12835	$107.18	Acquired	32831.4992	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	316.126	Indirect
Common Stock, par value $.10	35364.722	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 24,494 shares represent unvested awards of restricted shares.

F2: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 30, 2009.

F3: Shares are held by the Advani Family Trust.