FRANKLIN RESOURCES INC — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock, par value $.10	S	1000.0000	$107.2079	Disposed	59311.6064	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Of the amount of securities beneficially owned, 4,351 shares represent unvested awards of restricted stock. Since reporting person's last ownership report, reporting person transferred 38,355 shares to former spouse pursuant to domestic relations order.

F2: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of September 30, 2011.