FRANKLIN RESOURCES INC — Director's Dealing 2009

Aug 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-08-05

Reporting Person: BOLT JENNIFER J (EVP-Operations and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-23	Common Stock, par value $.10	G	532	—	Acquired	506601.4994	Direct
2009-08-05	Common Stock, par value $.10	S	1065	$91.4402	Disposed	505536.4994	Direct
2009-02-23	Common Stock, par value $.10	G	2660	—	Acquired	47518	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	885.103	Indirect
Common Stock, par value $.10	870000	Indirect
Common Stock, par value $.10	1383	Indirect
Common Stock, par value $.10	5000	Indirect

Footnotes

F1: Not applicable.

F2: Of the amount of securities beneficially owned, 13,120 shares represent unvested awards of restricted shares.

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 June 15, 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.