FRANKLIN RESOURCES INC — Director's Dealing 2003

Dec 12, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-12-10

Reporting Person: WOODWORTH LOUIS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-11	Common Stock, par value $.10	A	511	$49.0100	Acquired	1080251.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-10	Deferred Director's Fees (FRI)	$0.0000	A	30.9278	Acquired	2008-02-27	Common Stock, par value $.10 (30.9278)	Direct
2003-12-11	Deferred Director's Fees (FRI)	$0.0000	A	61.212	Acquired	2008-02-27	Common Stock, par value $.10 (61.2120)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	478088.0000	Indirect
Common Stock, par value $.10	220000.0000	Indirect

Footnotes

F1: Shares represent grant of an award of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''). The unvested balance for the fiscal year 2004 is 511 shares. The holder is entitled to receive dividends and vote such shares, however, such shares are subject to vesting requirements under the 2002 Plan.

F2: Shares are held by a member of Mr. Woodworth's family. Mr. Woodworth disclaims beneficial ownership of such shares.

F3: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees based upon the performance of Issuer's stock (including reinvested dividends) payable in cash on the earlier of Mr. Woodworth's ceasing to be a director or February 27, 2008.

F4: Represents the equivalent amount of Franklin Resources, Inc.'s common stock as of the transaction date.