FRANKLIN RESOURCES INC — Director's Dealing 2011

Oct 13, 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 JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-10	Common Stock, par value $.10	G	42.0000	—	Disposed	505357.8899	Direct
2011-06-24	Common Stock, par value $.10	G	773.0000	—	Disposed	504584.8899	Direct
2011-09-23	Common Stock, par value $.10	G	264.0000	—	Acquired	504848.8899	Direct
2011-09-23	Common Stock, par value $.10	G	1320.0000	—	Acquired	48838.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	506.2450	Indirect
Common Stock, par value $.10	870000.0000	Indirect
Common Stock, par value $.10	5000.0000	Indirect

Footnotes

F1: Not Applicable.

F2: Of the amount of securities benefically owned 6,092 represent shares unvested awards of restricted stock as of September 30, 2011.

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

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of September 30, 2011.

F5: Business trust for the benefit of Reporting Person and Reporting Person's children.