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Form 4 FRANKLIN RESOURCES INC For: Apr 01 Filed by: Waugh Seth H.

April 2, 2015 12:34 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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).
1. Name and Address of Reporting Person *
Waugh Seth H.

(Last) (First) (Middle)
C/O FRANKLIN RESOURCES, INC.
ONE FRANKLIN PARKWAY

(Street)
SAN MATEO CA 94403

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Director's Fees (FRI) (1) 04/01/2015   A   413.7462   04/20/2034 (2) 01/20/2039 (2) Common Stock, par value $.10 413.7462 $ 51.36 413.7462 D (3)  
Explanation of Responses:
1. Not applicable.
2. Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the March following the director's 75th birthday. See footnote below.
3. Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.
Remarks:
Copy of Limited Power of Attorney included as Exhibit 24.
/s/ Seth H. Waugh 04/02/2015
** 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.
LIMITED POWER OF ATTORNEY
				FOR
		    SECTION 16 REPORTING OBLIGATIONS


	Know all by these presents, that the undersigned hereby makes, 
constitutes and appoints each of Craig S. Tyle, Virginia Rosas and Maria 
Gray, each acting individually, as the undersigned's true and lawful 
attorney-in-fact, with full power and authority as hereinafter described 
on behalf of and in the name, place and stead of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 
(including any amendments thereto) with respect to the securities of 
Franklin Resources, Inc., a Delaware corporation (the "Reporting Entity"), 
with the United States Securities and Exchange Commission, any national 
securities exchanges and the Reporting Entity, as considered necessary or 
advisable under Section 16(a) of the Securities Exchange Act of 1934 and 
the rules and regulations promulgated thereunder, as amended from time to 
time (the "Exchange Act");

(2)	seek or obtain, as the undersigned's representative and on the 
undersigned's behalf, information on transactions in the Reporting Entity's 
securities from any third party, including brokers, employee benefit plan 
administrators and trustees, and the undersigned hereby authorizes any such 
person to release any such information to the undersigned and approves and 
ratifies any such release of information; and

(3)	perform any and all other acts which in the discretion of such 
attorney-in-fact are necessary or desirable for and on behalf of the 
undersigned in connection with the foregoing.

	The undersigned acknowledges that:

(1)	this Limited Power of Attorney authorizes, but does not require, 
each such attorney-in-fact to act in their discretion on information provided 
to such attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by either such attorney-in-fact 
on behalf of the undersigned pursuant to this Limited Power of Attorney will 
be in such form and will contain such information and disclosure as such 
attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)	neither the Reporting Entity nor either of such attorneys-in-fact 
assumes (i) any liability for the undersigned's responsibility to comply with 
the requirements of the Exchange Act, (ii) any liability of the undersigned 
for any failure to comply with such requirements, or (iii) any obligation or 
liability of the undersigned for profit disgorgement under Section 16(b) 
of the Exchange Act; and

(4)	this Limited Power of Attorney does not relieve the undersigned from 
responsibility for compliance with the undersigned's obligations under the 
Exchange Act, including without limitation the reporting requirements under 
Section 16 of the Exchange Act.

	The undersigned hereby gives and grants each of the foregoing attorneys
-in-fact full power and authority to do and perform all and every act and 
thing whatsoever requisite, necessary or appropriate to be done in and about 
the foregoing matters as fully to all intents and purposes as the undersigned 
might or could do if present, hereby ratifying all that each such attorney-in-
fact, of, for and on behalf of the undersigned, shall lawfully do or cause 
to be done by virtue of this Limited Power of Attorney.

	This Limited Power of Attorney shall remain in full force and effect 
until revoked by the undersigned in a signed writing delivered to each such 
attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Limited Power of 
Attorney to be executed as of this 3rd day of March, 2015. 



					/s/ Seth H. Waugh
					____________________  			
					Signature

					Seth H. Waugh	
					____________________		
					Print Name 




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