FRANKLIN RESOURCES INC — Director's Dealing 2011

Dec 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-12-01

Reporting Person: Advani Vijay Chandur (EVP - Global Advisory Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock, par value $.10	F	1131.0000	$99.1900	Disposed	45439.6196	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	330.1780	Indirect
Common Stock, par value $.10	49053.7220	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 37,925 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 September 30, 2011.

F3: Shares are held by the Advani Family Trust.