FRANKLIN RESOURCES INC — Director's Dealing 2010

Sep 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-09-02

Reporting Person: JOHNSON GREGORY E (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-02	Common Stock, par value $.10	S	15000.0000	$100.5800	Disposed	564311.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	18638.0000	Indirect
Common Stock, par value $.10	1459.2380	Indirect
Common Stock, par value $.10	920000.0000	Indirect
Common Stock, par value $.10	4821.0000	Indirect
Common Stock, par value $.10	2700.0000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.38 to $100.84, 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.

F2: Of the amount of securities beneficially owned, 69,387 shares represent unvested awards of restricted stock.

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

F4: Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of July 12, 2010.

F5: Shares are held by a member of the Reporting Person's immediate family. The Reporting Person disclaims any beneficial ownership of such shares.

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