FRANKLIN RESOURCES INC — Director's Dealing 2009

Oct 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-10-19

Reporting Person: JOHNSON CHARLES B (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-19	Common Stock, par value $.10	J	500000	$112.03	Acquired	34048730	Direct
2009-10-19	Common Stock, par value $.10	J	500000	$112.03	Acquired	500000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6130.885	Indirect
Common Stock, par value $.10	2806117	Indirect
Common Stock, par value $.10	272600	Indirect

Footnotes

F1: Receipt of shares by the Reporting Person from an irrevocable grantor retained annuity trust created by the Reporting Person and having an independent trustee, in substitution of a promissory note from the Reporting Person.

F2: Receipt of shares by the Reporting Person's spouse from an irrevocable grantor retained annuity trust created by the Reporting Person's spouse and having an independent trustee, in substitution of a promissory note from the Reporting Person's spouse.

F3: 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.

F4: Trust of which the Reporting Person's spouse is the lifetime beneficiary.