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: TATLOCK ANNE M (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-31	Common Stock, par value $.10	S	27349	$47.5756	Disposed	208657.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	38201.5251	Indirect
Common Stock, par value $.10	2621.0000	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including the unvested balance for fiscal year 2001 of 1,247 shares and the unvested balances for fiscal year 2002 of 5,862, 5,028 and 4,666 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 in connection with an employee benefit plan.

F3: Shares are held by Mrs. Tatlock's spouse as the trustee for Ms. Tatlock's minor child. Ms. Tatlock disclaims any beneficial ownership of such shares.