FRANKLIN RESOURCES INC — Director's Dealing 2011

Aug 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2010-12-21

Reporting Person: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-21	Common Stock, par value $.10	G	47.0000	—	Disposed	520866.0603	Direct
2011-05-13	Common Stock, par value $.10	G	160.0000	—	Disposed	516784.1781	Direct
2011-05-17	Common Stock, par value $.10	G	81.0000	—	Disposed	516703.1781	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	47518.0000	Indirect
Common Stock, par value $.10	505.2550	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 beneficially owned, 11,840 shares represent unvested awards of restricted stock.

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 June 30, 2011.

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