FRANKLIN RESOURCES INC — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-12-01

Reporting Person: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-01	Common Stock, par value $.10	A	778.0000	—	Acquired	525828.2404	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	47518.0000	Indirect
Common Stock, par value $.10	503.1000	Indirect
Common Stock, par value $.10	870000.0000	Indirect
Common Stock, par value $.10	5000.0000	Indirect

Footnotes

F1: On November 4, 2009, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. Certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2010 were achieved resulting in the acquisition on December 1, 2010 of the amount of vested shares reported in Column 4.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 11,840 shares represent unvested awards of restricted stock.

F4: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of October 11, 2010.

F6: Business trust for the benefit of the Reporting Person and the Reporting Person's children.