FRANKLIN RESOURCES INC — Director's Dealing 2011

Oct 15, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-24	Common Stock, par value $.10	G	125.0000	—	Disposed	591136.0000	Direct
2011-08-17	Common Stock, par value $.10	G	44.0000	—	Disposed	591092.0000	Direct
2011-08-22	Common Stock, par value $.10	G	1785.0000	—	Disposed	589307.0000	Direct
2011-09-23	Common Stock, par value $.10	G	264.0000	—	Acquired	589571.0000	Direct
2011-09-23	Common Stock, par value $.10	G	528.0000	—	Acquired	19566.0000	Indirect
2011-09-23	Common Stock, par value $.10	G	264.0000	—	Acquired	5085.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1471.2140	Indirect
Common Stock, par value $.10	895000.0000	Indirect
Common Stock, par value $.10	2700.0000	Indirect

Footnotes

F1: Not Applicable.

F2: Of the amount of securities beneficially owned, 33,142 shares represent unvested awards of restricted stock as of September 30, 2011.

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

F4: Shares held by a member of the Reporting Person's immediate family. The Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of September 30, 2011.

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