CUSIP NO.	431571108	13G	Page 1 of 6	
 
 	UNITED STATES	
 	SECURITIES AND EXCHANGE COMMISSION	
 	Washington, D.C. 20549	
 
 	SCHEDULE 13G	
 
 	Under the Securities Exchange Act of 1934	
 	(Amendment No. 1)*	
 
 	HILLENBRAND, INC.	
 	(Name of Issuer)	
 
 	Common Stock, without par value	
 
 	(Title of Class of Securities)	
 
 	431571108	
 	(CUSIP Number)	
 
 	December 31, 2009	
 	(Date of Event Which Requires Filing of this Statement)	
 
 	Check the appropriate box to designate the rule pursuant to which this Schedule is filed:	
 
 	x	Rule 13d-1(b)	
 	o	Rule 13d-1(c)	
 	o	Rule 13d-1(d)	
 
 	*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to	
 	the subject class of securities, and for any subsequent amendment containing information which would alter the	
 	disclosures provided in a prior cover page.	
 
 	The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of	
 	Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the	
 	Act but shall be subject to all other provisions of the Act (however, see the Notes).	

 
 	CUSIP NO.	431571108	13G	Page 2 of 6	
 
 	1.	NAMES OF REPORTING PERSONS.	
 
 	Franklin Mutual Advisers, LLC	
 
 	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	
 
 	(a)	
 	(b)	X	
 
 	3.	SEC USE ONLY	
 
 	4.	CITIZENSHIP OR PLACE OF ORGANIZATION	
 
 	Delaware	
 
 	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	
 
 	5.	SOLE VOTING POWER	
 
 	(See Item 4)	
 
 	6.	SHARED VOTING POWER	
 
 	(See Item 4)	
 
 	7.	SOLE DISPOSITIVE POWER	
 
 	(See Item 4)	
 
 	8.	SHARED DISPOSITIVE POWER	
 
 	(See Item 4)	
 
 	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	
 
 	3,388,360	
 
 	10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES	
 	CERTAIN SHARES o	
 
 	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	
 
 	5.5%	
 
 	12.	TYPE OF REPORTING PERSON	
 
 	IA, OO (See Item 4)	

 
 	CUSIP NO.	431571108	13G	Page 3 of 6	
 
 	Item 1.	
 
 	(a)	Name of Issuer	
 
 	HILLENBRAND, INC.	
 
 	(b)	Address of Issuer's Principal Executive Offices	
 
 	One Batesville Boulevard	
 	Batesville, IN 47006	

 	Item 2.	
 
 	(a)	Name of Person Filing	
 
 	Franklin Mutual Advisers, LLC	
 
 	(b)	Address of Principal Business Office or, if none, Residence	
 
 	101 John F. Kennedy Parkway	
 	Short Hills, NJ 07078-2789	
 
 	(c)	Citizenship	
 
 	Delaware	
 
 	(d)	Title of Class of Securities	
 
 	Common Stock, without par value	
 
 	(e)	CUSIP Number	
 
 	431571108	

 
 	CUSIP NO.	431571108	13G	Page 4 of 6	
 
 	Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing	
 	is a:	
 	(a)	o Broker or dealer registered under section 15 of the Act (15	U.S.C.	
 	78o).	
 	(b)	o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).	
 	(c)	o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.	
 	78c).	
 	(d)	o Investment company registered under section 8 of the Investment Company Act of 1940	
 	(15 U.S.C 80a -8).	
 	(e)	x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
 
 	(f)	o An employee benefit plan or endowment fund in accordance with	
 	§240.13d-1(b)(1)(ii)(F);	
 	(g)	o A parent holding company or control person in accordance with	
 	§240.13d-1(b)(1)(ii)(G);	
 	(h)	o A savings associations as defined in Section 3(b) of the Federal Deposit	
 	Insurance Act (12 U.S.C. 1813);	
 	(i)	o A church plan that is excluded from the definition of an investment	
 	company under section 3(c)(14) of the Investment Company Act of 1940 (15	
 	U.S.C. 80a-3);	
 	(j)	o A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);	
 
 	(k)	o Group, in accordance with §240.13d-1(b)(1)(ii)(K).	
 
 	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify	
 	the type of institution	
 
 	Item 4.	Ownership	
 
 	The securities reported herein (the “Securities”) are beneficially owned by one or more open-end investment companies or	
 	other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual	
 	Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Such investment	
 	management contracts grant to FMA all investment and voting power over the securities owned by such investment	
 	management clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial	
 	owner of the Securities.	
 
 	Beneficial ownership by investment management subsidiaries and other affiliates of FRI 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 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 FMA are exercised independently from FRI	
 	(FMA’s parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and	
 	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. However, because FMA exercises voting	
 	and investment powers on behalf of its investment management clients independently of FRI, the Principal	
 	Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being	
 	attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this	
 	Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the	
 	beneficial owner, as defined in Rule 13d-3, of any of the Securities.	

 
 	CUSIP NO.	431571108	13G	Page 5 of 6	
 
 	Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their respective affiliates	
 	within the meaning of Rule 13d-5 under the Act and that none of them are 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 FMA or the FRI affiliates provide investment management services.	
 
 	(a)	Amount beneficially owned:	
 
 	3,388,360	
 
 	(b)	Percent of class:	
 
 	5.5%	
 
 	(c)	Number of shares as to which the person has:	
 
 	(i)	Sole power to vote or to direct the vote	
 
 	Franklin Mutual Advisers, LLC:	3,388,360	
 
 	(ii)	Shared power to vote or to direct the vote	
 
 	0	
 	(iii)	Sole power to dispose or to direct the disposition of	
 
 	Franklin Mutual Advisers, LLC:	3,388,360	
 
 	(iv)	Shared power to dispose or to direct the disposition of	
 
 	0	
 
 	Item 5.	Ownership of Five Percent or Less of a Class	
 
 	If this statement is being filed to report the fact that as of the date hereof the reporting person has	
 	ceased to be the beneficial owner of more than five percent of the class of securities, check the	
 	following o .	
 
 	Item 6.	Ownership of More than Five Percent on Behalf of Another Person	
 
 	The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the	
 	Investment Company Act of 1940 and other managed accounts, have the right to receive or power to	
 	direct the receipt of dividends from, and the proceeds from the sale of, the Securities.	
 
 	Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By	
 	the Parent Holding Company	
 
 	Not Applicable	
 
 	Item 8.	Identification and Classification of Members of the Group	
 
 	Not Applicable	
 
 	Item 9.	Notice of Dissolution of Group	
 
 	Not Applicable	

 
 	CUSIP NO.	431571108	13G	Page 6 of 6	
 
 	Item 10.	Certification	
 
 	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired	
 	and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the	
 	effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in	
 	connection with or as a participant in any transaction having that purpose or effect.	

 	SIGNATURE	
 
 	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this	
 	statement is true, complete and correct.	
 	Dated:	January 15, 2010	
 
 	Franklin Mutual Advisers, LLC	

 
 	By:	/s/BRADLEY D. TAKAHASHI	
 	---------------------------------------------------	
 	Bradley D. Takahashi	
 	Vice President of Franklin Mutual Advisers, LLC