SEC Form 4 

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^*
FRANKLIN RESOURCES INC

(Last) | (First) | (Middle)
ONE FRANKLIN PARKWAY

(Street) 
SAN MATEO | CA | 94403-1906

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
TARO PHARMACEUTICAL INDUSTRIES LTD [ TAROF ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | X | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2008

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 | | |
Ordinary Shares | 04/11/2008 | | P | | 16,500 | A | $7.9494 | 3,955,082 | D^(1) |

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 | | | |
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote, which text is incorporated by reference herein.
Remarks:
taro991.TXT, taro992.TXT
| Robert C. Rosselot, Assistant Secretary of Franklin Resources, Inc. | 04/14/2008
| ** 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.
        Exhibit 99-1

        Ordinary Shares of Taro Pharmaceutical Industries Ltd. (as shown in Item 5 of
the attached U.S. Securities and Exchange Commission Form 4, Statement of
Beneficial interest) (the "Securities") are beneficially owned by one or more
open- or closed-end investment companies or other managed accounts that are
investment management clients of Templeton Asset Management Ltd. ("TAML").
Investment management contracts grant to TAML all investment and/or voting power
  over the securities owned by such clients, except as otherwise disclosed
below. Therefore, for purposes of Rule 13d-3 under the Securities Exchange Act o
  1934, TAML may be deemed to be the beneficial owner of the Securities.

        Beneficial ownership by TAML is being reported in conformity with the
guidelines articulated by the SEC staff in Release No. 34-39538 (January 12,
1998) relating to organizations, such as Franklin Resources, Inc. ("FRI"), where
  related entities exercise voting and investment powers over the securities
being reported independently from each other. The voting and investment powers
held by Franklin Mutual Advisers, LLC ("FMA"), an indirect wholly-owned
investment management subsidiary of FRI, are exercised independently from FRI
and from all other investment management subsidiaries of FRI (FRI, its
affiliates and the investment management subsidiaries other than FMA are,
collectively, "FRI affiliates"). Furthermore, internal policies and procedures
of FMA and FRI establish informational barriers that prevent the flow between
FMA and the FRI affiliates of information that relates to the voting and
investment powers over the securities owned by their respective investment
management clients. Consequently, FMA and the FRI affiliates report the
securities over which they hold investment and voting power separately from each
  other for purposes of Section 13 of the Act.

        Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of
securities held by persons and entities for whom or for which FRI subsidiaries
provide investment management services. FRI, the Principal Shareholders and TAML
  disclaim any pecuniary interest in any of the Securities. In addition, the
filing of this Schedule 13D on behalf of the Principal Shareholders, FRI and FRI
  affiliates, as applicable, should not be construed as an admission that any of
  them is, and each disclaims that it is, the beneficial owner, as defined in
Rule 13d-3, of any of the Securities.

        FRI, the Principal Shareholders, and TAML believe that they are not a "group"
within the meaning of Rule 13d-5 under the Act and that they are not otherwise
required to attribute to each other the beneficial ownership of the Securities
held by any of them or by any persons or entities for whom or for which FRI
subsidiaries provide investment management services.

        Exhibit 99-2

Names and Addresses of Additional Reporting Persons:

Charles B. Johnson
Franklin Templeton Investments
100 Franklin Parkway
San Mateo, CA 94403-1906

Robert C. Rosselot, Attorney-in-Fact for Charles B. Johnson pursuant to a
Limited Power of Attorney dated April 30, 2007.

Rupert H. Johnson, Jr.
Franklin Templeton Investments
100 Franklin Parkway
San Mateo, CA 94403-1906

Robert C. Rosselot, Attorney-in-Fact for Rupert H. Johnson pursuant to a Limited
  Power of Attorney dated April 25, 2007.

Templeton Asset Management Ltd.
7 Temasek Boulevard
#38-03 Suntec Tower One
Singapore 038987

Robert C. Rosselot, Attorney-in-Fact for Gregory E. McGowan, Director of
Templeton Asset Management Ltd. dated January 17, 2008.