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FRANKLIN RESOURCES INC Director's Dealing 2010

Nov 4, 2010

30512_dirs_2010-11-04_742c4edf-a21c-4b0c-9528-eafe73b052f1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-11-02

Reporting Person: BOLT JENNIFER J (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-02 Common Stock, par value $.10 M 20594.0000 $37.2700 Acquired 526761.2404 Direct
2010-11-02 Common Stock, par value $.10 M 9347.0000 $33.5000 Acquired 536108.2404 Direct
2010-11-02 Common Stock, par value $.10 A 7588.0000 $118.6200 Acquired 543696.2404 Direct
2010-11-02 Common Stock, par value $.10 S 18646.0000 $118.8095 Disposed 525050.2404 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-02 Stock Option (Right to Buy) $37.2700 M 20594.0000 Disposed 2010-11-16 Common Stock, par value $.10 (20594.0000) Direct
2010-11-02 Stock Option (Right to Buy) $33.5000 M 9347.0000 Disposed 2010-12-15 Common Stock, par value $.10 (9347.0000) 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: Of the amount of securities beneficially owned, 11,840 shares represent unvested awards of restricted stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.64 to $118.93, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

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

F5: Business trust for the benefit of the Reporting Person and the Reporting Person's children.

F6: Not applicable.