FRANKLIN RESOURCES INC — Director's Dealing 2003

Nov 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-10-31

Reporting Person: JOHNSON GREGORY E (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-31	Common Stock, par value $.10	M	50000	$33.2500	Acquired	473846.0000	Direct
2003-10-31	Common Stock, par value $.10	S	50000	$47.9812	Disposed	423846.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-31	Employee Stock Option (Right to Buy)	$33.2500	M	50000	Disposed	2003-12-31	Common Stock, par value $.10 (50000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	13796.0000	Indirect
Common Stock, par value $.10	2640.0000	Indirect

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal years 2002 is 9,396 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 by Mr. Johnson as Trustee for Mr. Johnson's minor children. Mr. Johnson disclaims any 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.

F4: This report reflects the exercise of 50,000 shares offered in a grant approved on October 23, 1998.