FRANKLIN RESOURCES INC — Director's Dealing 2010

Oct 25, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-13	Common Stock, par value $.10	G	595.0000	—	Disposed	506442.2404	Direct
2010-08-06	Common Stock, par value $.10	G	275.0000	—	Disposed	506167.2404	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	47518.0000	Indirect
Common Stock, par value $.10	502.1260	Indirect
Common Stock, par value $.10	870000.0000	Indirect
Common Stock, par value $.10	5000.0000	Indirect

Footnotes

F1: Not applicable.

F2: Of securities beneficially owned, 4,252 shares represent unvested restricted share awards as of September 30, 2010. With respect to indirect share ownership, Reporting Person no longer reports as beneficially owned 1,383 shares held by ex-spouse.

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 Franklin Templeton 401(k) Retirement Plan. Information based on plan summary as of September 30, 2010. Reporting Person no longer reports 403.911 shares transferred to ex-spouse pursuant to domestic relations order.

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