FRANKLIN RESOURCES INC — Director's Dealing 2011

Dec 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-11-04

Reporting Person: Yun William Young (EVP-Alternative Strategies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-04	Common Stock, par value $.10	S	2500.0000	$104.4100	Disposed	64279.6064	Direct
2011-12-16	Common Stock, par value $.10	S	11000.0000	$94.3121	Disposed	52962.6327	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	645.0000	Indirect
Common Stock, par value $.10	4715.2490	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 11,840 shares represent unvested awards of restricted stock.

F2: Shares are held by the Reporting Person as trustee for the Reporting Person's minor children, from prior direct shares. The Reporting Person disclaims any beneficial ownership of such shares.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of September 30, 2011.