FRANKLIN RESOURCES INC — Director's Dealing 2009

Mar 17, 2009

SEC Form 5/A — Form 5/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-09-30

Reporting Person: JOHNSON GREGORY E (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-09	Common Stock, par value $0.10	G	0	—	Disposed	577727	Direct

Footnotes

F1: This amendment on Form 5/A to the Form 5 filed on November 4, 2008 (the "Original Form 5") is made solely to (a) delete a gift of 743 shares (reported with a transaction date of September 9, 2008) that was incorrectly included in the Original Form 5 and (b) correct the amount of securities beneficially owned directly at the end of the Issuer's fiscal year, after giving effect to such deletion. Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 5 remains the same.