Item 2.02 Results of Operations and Financial Condition.

On February 1, 2013, Franklin Resources, Inc. (the "Company") issued a press release announcing the financial results for the Company's first fiscal quarter ended December 31, 2012. The Company also posted a first 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).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description Press Release dated February 1, 2013 issued by Franklin Resources, 99.1 Inc. Franklin Resources, Inc. First Quarter Results presentation, dated 99.2 February 1, 2013.

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