FRANKLIN RESOURCES INC — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-01-31

Reporting Person: JOHNSON RUPERT H JR (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock, par value $.10	G	108800.0000	—	Disposed	34945015.0000	Direct
2011-05-11	Common Stock, par value $.10	G	100000.0000	—	Disposed	34845015.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6924.0780	Indirect
Common Stock, par value $.10	1387245.0000	Indirect
Common Stock, par value $.10	3372.0000	Indirect

Footnotes

F1: Not applicable.

F2: Pursuant to an in-kind share transfer on December 29, 2010, includes 60,000 shares previously reported by the reporting person as indirect shares held through his Individual Retirement Account (IRA).

F3: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of March 31, 2011.

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