Form 5 JOHNSON RUPERT H JR For: Sep 30 (10K)

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

JOHNSON RUPERT H JR

(Last)

(First)

(Middle)

C/O FRANKLIN RESOURCES, INC., ONE FRANKLIN PARKWAY

(Street)

SAN MATEO

94403-1906

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [BEN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Vice Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.10	12/16/2008		G	31,070	D	$ 0 ⁽¹⁾	34,924,415 ⁽²⁾	D
Common Stock, par value $.10	12/22/2008		G	17,000	D	$ 0 ⁽¹⁾	34,907,415	D
Common Stock, par value $.10	12/29/2008		G	22,000	D	$ 0 ⁽¹⁾	34,957,415 ⁽³⁾	D
Common Stock, par value $.10	09/15/2009		G	100,000	D	$ 0 ⁽¹⁾	34,857,415	D
Common Stock, par value $.10							6,656.055 ⁽⁴⁾	I	By 401(k)
Common Stock, par value $.10							1,803,245	I	By IRA
Common Stock, par value $.10							3,372 ⁽⁵⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
1. Not applicable.
2. Pursuant to a share rollover on December 16, 2008, includes 180,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA). In addition, balance reflects a 16,530 share reduction from previously filed reports, thereby correcting a share ownership discrepancy.
3. Pursuant to a share rollover on December 29, 2008, includes 72,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA).
4. Reporting person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 30, 2009.
5. Shares are held by a member of the reporting person's immediate family. Reporting person disclaims beneficial ownership of such shares.
Remarks: This�report�excludes�418,911�shares�held�by�a�separate�non-profit�foundation�organized�under�Section�501(c)(3)�of�the�Internal�Revenue�Code,�for�which�the�Reporting�Person�serves�as�a�trustee.��Such�shares�were�previously�reported�by�the�Reporting�Person�as�indirect�shares,�which�shares�are�not�reportable�by�the�Reporting�Person�and�have�therefore�been�removed.

	RUPERT H. JOHNSON Jr.	11/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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