FRANKLIN RESOURCES INC — Director's Dealing 2010

Aug 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-08-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-22	Common Stock, par value $.10	G	480	—	Disposed	579311	Direct
2009-12-22	Common Stock, par value $.10	G	480	—	Acquired	18638	Indirect
2010-08-05	Common Stock, par value $.10	S	20000	$102.4533	Disposed	920000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1459.238	Indirect
Common Stock, par value $.10	4821	Indirect
Common Stock, par value $.10	2700	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 95,114 shares represent unvested awards of restricted stock.

F2: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.35 to $102.53, 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.

F4: Reporting Person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of April 13, 2010.

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

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