Edgar Filing: FRANKLIN RESOURCES INC

Ownership Submission

FORM 5

	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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person ^*

JOHNSON GREGORY E

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	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO and President

(Last)

(First)

(Middle)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2007

(Street)

SAN MATEO,Â CAÂ 94403

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

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12/29/1999	Â	G⁽¹⁾	11,000	A	$ ⁽¹⁾	142,780 ⁽⁹⁾	I	_ ⁽²⁾
Common Stock, par value $.10	04/18/2007	Â	J4⁽³⁾	199,980	A	$ ⁽³⁾	142,780 ⁽⁹⁾	I	_ ⁽²⁾
Common Stock, par value $.10	04/18/2007	Â	J4⁽⁴⁾	68,200	D	$ 132.99	142,780 ⁽⁹⁾	I	_ ⁽²⁾
Common Stock, par value $.10	Â	Â	Â	Â	Â	Â	522,924 ⁽⁵⁾ ⁽⁹⁾	D	Â
Common Stock, par value $.10	Â	Â	Â	Â	Â	Â	16,148 ⁽⁶⁾ ⁽⁹⁾	I	Trustee for minor child
Common Stock, par value $.10	Â	Â	Â	Â	Â	Â	1,380.558 ⁽⁷⁾	I	By 401(k)
Common Stock, par value $.10	Â	Â	Â	Â	Â	Â	3,816 ⁽⁸⁾ ⁽⁹⁾	I	By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Exercise 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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON GREGORY E C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO,Â CAÂ 94403	Â X	Â	Â CEO and President	Â

Signatures

/s/ Gregory E. Johnson		12/26/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reporting Person became a trustee of a trust for the benefit of the Reporting Person and the Reporting Person's children. No consideration was paid in respect thereof.
(2)	Reporting Person is a trustee of a trust for the benefit of the Reporting Person and the Reporting Person's children.
(3)	Trust received a pro-rata distribution from a limited partnership in which the trust is a limited partner. No consideration was paid in respect thereof.
(4)	Trust transferred shares to settle a debt previously contracted (for estate planning purposes) with a trust of which the Reporting Person's mother is the lifetime beneficiary and the Reporting Person is a contingent beneficiary.
(5)	Of the amount of securities beneficially owned, 46,342 shares represent unvested awards of restricted stock shares.
(6)	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.
(7)	Reporting Person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 15, 2007.
(8)	Shares are held by a member of the Reporting Person's immediate family. The Reporting Person disclaims any beneficial ownership of such shares.
(9)	Beneficial ownership at end of Issuer's fiscal year, September 30, 2007.

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