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: 2011-02-11

Reporting Person: ALEXANDER PENELOPE S (Vice-President, HR - US)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock, par value $.10	M	2101.0000	$47.5700	Acquired	9892.8866	Direct
2011-02-11	Common Stock, par value $.10	M	1330.0000	$47.5700	Acquired	11222.8866	Direct
2011-02-11	Common Stock, par value $.10	S	1330.0000	$128.4919	Disposed	9892.8866	Direct
2011-02-11	Common Stock, par value $.10	S	2101.0000	$128.5057	Disposed	7791.8866	Direct
2010-12-14	Common Stock, par value $.10	G	440.0000	—	Acquired	2531.0000	Indirect
2010-12-14	Common Stock, par value $.10	G	964.0000	—	Disposed	21467.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Stock Option (Right to Buy)	$47.5700	M	1330.0000	Disposed	2013-11-11	Common Stock, par value $.10 (1330.0000)	Direct
2011-02-11	Stock Option (Right to Buy)	$47.5700	M	2101.0000	Disposed	2013-11-11	Common Stock, par value $.10 (2101.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	101.0000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 2,242 shares represent unvested awards of restricted stock.

F2: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $128.49 to $128.495, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $125.50 to $128.52, inlcusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regaring the number of shares sold at each separate price within the range set forth in this footnote.

F4: Not applicable.

F5: Children's trust for the benefit of the Reporting Person's minor children.

F6: Family trust for the benefit of the Reporting Person, spouse and minor children.