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: KRATTER LESLIE M (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-07	Common Stock, par value $.10	M	8334	$32.9000	Acquired	55494.9862	Direct
2003-11-07	Common Stock, par value $.10	S	8334	$48.0000	Disposed	47160.9862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-07	Employee Stock Option (Right to Buy)	$32.9000	M	8334	Disposed	2012-11-09	Common Stock, par value $.10 (8334.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	12864.0000	Indirect

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including unvested balances for fiscal years 2001 and 2002 of 947 and 2,443 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: Also, includes 29,522 shares which are jointly owned with a member of Mr. Kratter's immediate family.

F3: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.

F4: This report reflects the exercise of 8,334 shares out of a total of 25,000 shares available under an option granted on November 12, 2002. The remaining increments of the option become exercisable as follows: 8,333 shares on September 30, 2004 and 8,333 shares on September 30, 2005.