(a) By-Law Amendments

On December 12, 2008, the Board of Directors (the "Board') of Franklin Resources, Inc. (the "Company") approved an amendment to, and restatement of, the Company's amended and restated by-laws, effective from and after the Company's 2009 annual meeting of stockholders to be held on March 11, 2009 (the "Annual Meeting").

The amendment, which changes Section 3.1 of the by-laws, will decrease the authorized number of directors on the Board from 13 to 12. The amendment is being made because a current director, Mr. Louis E. Woodworth, will not be serving as a director from and after the Annual Meeting on account of his ineligibility to be recommended for nomination as a director for a term commencing after his 75th birthday, in accordance with the Company's Corporate Governance Guidelines.

The foregoing description of the amendment to the Company's amended and restated by-laws is qualified in its entirety by the full text of the amended and restated by-laws (as adopted on December 12, 2008, and effective on March 11, 2009), which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.     Description

3.1             Amended and Restated By-Laws of Franklin Resources, Inc. (as
                adopted December 12, 2008, and effective on March 11, 2009).