FRANKLIN RESOURCES INC — Director's Dealing 2011

Feb 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-21	Common Stock, par value $.10	G	508.0000	—	Disposed	591261.0000	Direct
2010-12-21	Common Stock, par value $.10	G	400.0000	—	Acquired	19038.0000	Indirect
2011-02-10	Common Stock, par value $.10	S	15000.0000	$126.4863	Disposed	895000.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1462.0700	Indirect
Common Stock, par value $.10	4821.0000	Indirect
Common Stock, par value $.10	2700.0000	Indirect

Footnotes

F1: Not applicable.

F2: Of the amount of securities beneficially owned, 62,007 shares represent unvested awards of restricted shares.

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

F4: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging form $126.26 to $126.73, inclusive. The Reporting Perosn undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range st forth in this footnote.

F5: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of December 31, 2010.

F6: Shares are held by a member of the Reporting Person's immediate family. The Reporting Person disclaims any beneficial ownership of such shares.

F7: Business trust for the benefit of the Reporting Person and the Reporting Person's children.