8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2009

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-09318	13-2670991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Franklin Parkway, San Mateo, California 94403

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 11, 2009, Franklin Resources, Inc. (the “Company”) announced that on such date its Board of Directors authorized the Company to repurchase, from time to time, up to an aggregate of 10.0 million shares of its common stock in either open market or off-market transactions. The size and timing of these purchases will depend on price, market and business conditions and other factors. The stock repurchase program is not subject to an expiration date. The new Board of Directors authorization is in addition to the existing authorization, of which approximately 3.8 million shares remained available for repurchase at February 28, 2009.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.                 Description

99.1                             Press Release, dated March 11, 2009, issued by Franklin Resources, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FRANKLIN RESOURCES, INC.
Date: March 16, 2009	/s/ Kenneth A. Lewis
	Name: Kenneth A. Lewis Title:   Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.    Description

99.1                Press Release, dated March 11, 2009, issued by Franklin Resources, Inc.

EX-99.1

Exhibit 99.1

One Franklin Parkway San Mateo, CA 94403-1906 tel    650/312-2000 franklintempleton.com  

FROM:	Franklin Resources, Inc.
	Corporate Communications: Matt Walsh (650) 312-2245
	Investor Relations: Brian Sevilla (650) 312-4091
	franklinresources.com

FOR IMMEDIATE RELEASE

Franklin Resources, Inc. Announces Quarterly Dividend and

Addition to Stock Repurchase Program

San Mateo, CA, March 11, 2009 - Franklin Resources, Inc. [NYSE:BEN] announced a quarterly cash dividend of $0.21 per share payable on April 14, 2009 to stockholders of record on March 31, 2009. The quarterly dividend of $0.21 is equivalent to the dividend paid for the prior quarter and represents a 5% increase over the quarterly dividend paid for the same quarter last year.

The company’s Board of Directors authorized the company to purchase, from time to time, up to an aggregate of 10.0 million shares of its common stock in either open market or off-market transactions. The size and timing of these purchases will depend on price, market and business conditions and other factors. The stock repurchase program is not subject to an expiration date. The new board authorization is in addition to the existing authorization, of which approximately 3.8 million shares remained available for repurchase at February 28, 2009. The company repurchased an aggregate of 0.6 million shares during the period January 1, 2009 to February 28, 2009. Shares repurchased under the program are retired.

Franklin Resources, Inc. [NYSE:BEN], is a global investment management organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management solutions managed by its Franklin, Templeton, Mutual Series, Fiduciary Trust, Darby and Bissett investment teams. The San Mateo, CA-based company has more than 60 years of investment experience and over $377 billion in assets under management as of February 28, 2009. For more information, please call 1-800/DIAL BEN^® or visit franklintempleton.com.

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