FRANKLIN RESOURCES INC — Director's Dealing 2009

Feb 24, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2008-12-23

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
2008-12-23	Common Stock, par value $.10	G	38400	—	Disposed	34976612	Direct
2008-12-30	Common Stock, par value $.10	G	107250	—	Disposed	34869362	Direct
2008-12-31	Common Stock, par value $.10	G	205000	—	Disposed	34664362	Direct
2009-02-18	Common Stock, par value $.10	G	1000000	—	Disposed	33664362	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6069.845	Indirect
Common Stock, par value $.10	2906117	Indirect
Common Stock, par value $.10	272600	Indirect

Footnotes

F1: Not applicable.

F2: On February 12, 2009, the Reporting Person's family trust (of which the Reporting Person is a trustee) initially transferred 500,000 shares to the Reporting Person and 500,000 shares to the Reporting Person's spouse. On February 18, 2009, each of the Reporting Person and the Reporting Person's spouse then transferred such shares to their separate irrevocable grantor retained annuity trusts for their respective benefit, with each such trust having an independent trustee.

F3: Reporting Person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of December 31, 2008.

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