FRANKLIN RESOURCES INC — Director's Dealing 2009

Nov 6, 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 RUPERT H JR (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-16	Common Stock, par value $.10	G	31070	—	Disposed	34924415	Direct
2008-12-22	Common Stock, par value $.10	G	17000	—	Disposed	34907415	Direct
2008-12-29	Common Stock, par value $.10	G	22000	—	Disposed	34957415	Direct
2009-09-15	Common Stock, par value $.10	G	100000	—	Disposed	34857415	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6656.055	Indirect
Common Stock, par value $.10	1803245	Indirect
Common Stock, par value $.10	3372	Indirect

Footnotes

F1: Not applicable.

F2: Pursuant to a share rollover on December 16, 2008, includes 180,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA). In addition, balance reflects a 16,530 share reduction from previously filed reports, thereby correcting a share ownership discrepancy.

F3: Pursuant to a share rollover on December 29, 2008, includes 72,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA).

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 are held by a member of the reporting person's immediate family. Reporting person disclaims beneficial ownership of such shares.