FRANKLIN RESOURCES INC — Director's Dealing 2010

Nov 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Advani Vijay Chandur (EVP - Global Distribution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-02	Common Stock, par value $.10	A	13489.0000	$118.6200	Acquired	22566.9976	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: Of the amount of securities beneficially owned, 22,186 shares represent unvested awards of restricted stock.

F2: Reporting person holds shares in Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of October 11, 2010.

F3: Shares are held by the Advani Family Trust.