On April 28, 2009, Franklin Resources, Inc. (the "Company") issued a press release announcing the preliminary financial results for the Company's second fiscal quarter ended March 31, 2009. The Company also posted a second quarter financial results presentation on its internet website, as stated in the press release. A copy of the press release is attached hereto as Exhibit 99.1 and a copy of the presentation is attached hereto as Exhibit 99.2, and each is incorporated herein by reference.

The information in this report, including the exhibits hereto, (x) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and
(y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report are incorporated by reference).

(d) Exhibits.

Exhibit No.       Description

99.1              Press Release dated April 28, 2009 issued by Franklin Resources,
                  Inc.

99.2              Franklin Resources, Inc. Second Quarter Results presentation,
                  dated April 28, 2009.