FRANKLIN RESOURCES INC — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-02-09

Reporting Person: LUSK JOHN M (EVP-Portfolio Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock, par value $.10	M	4192.0000	$36.3000	Acquired	34129.4431	Direct
2011-02-09	Common Stock, par value $.10	S	4192.0000	$125.1782	Disposed	29937.4431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option (Right to Buy)	$36.3000	M	4192.0000	Disposed	2011-11-19	Common Stock, par value $.10 (4192.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	423.5280	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 8,330 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 $125.125 to 125.27, inclusive. The Reporting Perosn 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: Reporting person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of December 31, 2010.