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: Advani Vijay Chandur (EVP - Global Distribution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-01	Common Stock, par value $.10	A	1012.0000	—	Acquired	23578.9976	Direct
2010-12-01	Common Stock, par value $.10	F	474.0000	$117.6300	Disposed	23104.9976	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	328.1270	Indirect
Common Stock, par value $.10	48515.7220	Indirect

Footnotes

F1: On November 4, 2009, 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, 22,186 shares represent unvested awards of restricted stock.

F4: Reporting person holds shares in Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of October 11, 2010.

F5: Shares are held by the Advani Family Trust.