FRANKLIN RESOURCES INC — Director's Dealing 2003

Nov 10, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-11-07

Reporting Person: GIBSON HOLLY E (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-07	Common Stock, par value $.10	M	650	$28.1875	Acquired	4320.0000	Direct
2003-11-07	Common Stock, par value $.10	S	650	$48.5000	Disposed	3670.0000	Direct
2003-11-07	Common Stock, par value $.10	M	474	$32.6250	Acquired	4144.0000	Direct
2003-11-07	Common Stock, par value $.10	S	474	$48.5000	Disposed	3670.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-07	Employee Stock Option (right to buy)	$28.1875	M	650	Disposed	2004-03-31	Common Stock, par value $.10 (650.0000)	Direct
2003-11-07	Employee Stock Option (Right to Buy)	$32.6250	M	474	Disposed	2007-09-28	Common Stock, par value $.10 (474.0000)	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 years 2001 and 2002 are 155 and 564 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: Includes 1,355 shares which are jointly owned with a member of Ms. Gibson's immediate family.

F3: This report reflects the exercise of 650 shares offered in a grant approved on April 1, 1999.

F4: This report reflects the exercise of 474 shares offered in a grant approved on November 15, 1999.