FRANKLIN RESOURCES INC — Director's Dealing 2003

Nov 6, 2003

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-09-30

Reporting Person: JOHNSON RUPERT H JR (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-12-17	Common Stock, par value $.10	G	100000	—	Disposed	35307145.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	400334.0000	Indirect
Common Stock, par value $.10	2205245.0000	Indirect
Common Stock, par value $.10	5670.0000	Indirect
Common Stock, par value $.10	3372.0000	Indirect

Footnotes

F1: Mr. Johnson disclaims beneficial ownership of these shares, which are held by a private foundation of which Mr. Johnson is a trustee.

F2: Shares represent a pro-rata number of shares equivalent to Mr. Johnson's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2002. Mr. Johnson disclaims beneficial ownership of such shares.

F3: Shares are held by a member of Mr. Johnson's immediate family. Mr. Johnson disclaims any beneficial ownership of such shares.