FRANKLIN RESOURCES INC — Director's Dealing 2003

Nov 8, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-11-06

Reporting Person: BOLT JENNIFER J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-06	Common Stock, par value $.10	M	35500	$33.2500	Acquired	492814.8787	Direct
2003-11-06	Common Stock, par value $.10	S	35500	$47.3852	Disposed	457314.8787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-06	Employee Stock Option (Right to Buy)	$33.2500	M	35500	Disposed	2003-12-31	Common Stock, par value $.10 (35500.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	36613.0000	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal year 2001 and 2002 are 758 and 2,255 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: Shares are held by Mrs. Bolt as Trustee for Mrs. Bolt's minor children. Mrs. Bolt disclaims any beneficial ownership of such shares.

F3: Shares represent a grant shares of common stock under the Franklin Resources, Inc. 1998 Universal Stock Incentive Plan. The grant was subject to shareholder approval, which was obtained on 1/28/99. The effective date of the grant is 10/23/98. The exercise date of 9/30/03 is subject to acceleration based upon an increase in the price of the Issuer's stock.