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: GREEN BARBARA J (Vice President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-12	Common Stock, par value $.10	A	1158	—	Acquired	8068.4570	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	2500	Acquired	2013-11-11	Common Stock, par value $.10 (2500.0000)	Direct

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal year 2001, 2002 and 2003 are 344, 789 and 1,158 shares, respectively. The holder is entitled to receive dividends and vote such shares, however, such shares are subject to vesting requirements under the 2002 Plan.

F2: The option becomes exercisable in three approximately equal increments on each of September 30, 2004, September 30, 2005, and September 29, 2006.