FRANKLIN RESOURCES INC — Director's Dealing 2009

Apr 6, 2009

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-12-31

Reporting Person: CROCKER CHARLES (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Deferred Director's Fees (FTCI)	$0.0000	A	137.1903	Acquired	2020-01-20	Common Stock, Par value $.10 (137.1903)	Direct
2008-12-31	Deferred Director's Fees (FTCI)	$0.0000	A	19.5986	Acquired	2020-01-20	Common Stock, Par value $.10 (19.5986)	Direct

Footnotes

F1: This amendment on Form 4/A to the Form 4 filed on January 2, 2009 (the "Original Form 4") is made solely to (a) correct the number of derivative securities acquired and the price of such securities with respect to the transactions reported in this Form 4/A, due to errors contained in the Original Form 4 with respect to such transaction information, and (b) correct the number of derivative securities beneficially owned on such date following such transactions, as corrected. Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 4, including the footnotes set forth therein, remains the same.