FRANKLIN RESOURCES INC — Director's Dealing 2009

Mar 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-03-10

Reporting Person: WOODWORTH LOUIS E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-10	Deferred Director's Fees (FRI)	$0	A	67.9502	Acquired	2019-01-21	Common Stock, par value $.10 (67.9502)	Direct
2009-03-11	Deferred Director's Fees (FRI)	$0	A	67.0391	Acquired	2019-01-21	Common Stock, par value $.10 (67.0391)	Direct

Footnotes

F1: Not Applicable.

F2: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the March following the director's 75th birthday. See footnote below.

F3: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on April 20, 2009 following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each July 20, October 20, January 20 and April 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.