FRANKLIN RESOURCES INC — Director's Dealing 2009

Feb 12, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-02-10

Reporting Person: TATLOCK ANNE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-10	Common Stock, par value $.10	A	1447	$51.84	Acquired	148696	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	40835.526	Indirect
Common Stock, par value $.10	17064	Indirect

Footnotes

F1: Shares represent a grant of common stock under Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan, as amended and restated.

F2: 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.

F3: Shares held by Reporting Person's son. Reporting Person disclaims beneficial ownership of such shares.