FRANKLIN RESOURCES INC — Director's Dealing 2003

Nov 13, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-11-12

Reporting Person: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-12	Common Stock, par value $.10	A	6252	—	Acquired	214909.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-12	Employee Stock Option (Right to Buy)	$48.9800	A	25000	Acquired	2013-11-11	Common Stock, par value $.10 (25000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38201.5251	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including the unvested balance for fiscal year 2001 of 1,247 shares, the unvested balances for fiscal year 2002 of 5,862, 5,028 and 4,666 shares, respectively, and the unvested balance for fiscal year 2003 of 6,252 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 in connection with an employee benefit plan.

F3: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares.

F4: The option becomes exercisable in three approximately equal increments on each of September 30, 2004, September 30, 2005, and September 29, 2006.