FRANKLIN RESOURCES INC — Director's Dealing 2003

Oct 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-10-30

Reporting Person: FLANAGAN MARTIN L (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-30	Common Stock, par value $.10	M	82800	$33.2500	Acquired	683210.0000	Direct
2003-10-30	Common Stock, par value $.10	S	82800	$47.7193	Disposed	600410.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-30	Employee Stock Option (Right to Buy)	$33.2500	M	82800	Disposed	2003-12-31	Common Stock, par value $.10 (82800.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	683.0000	Indirect

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balance for fiscal year 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 represent a pro-rata number of shares equivalent to Mr. Flanagan's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2002. Mr. Flanagan disclaims beneficial ownership of such shares.

F3: This report reflects the exercise of 82,600 shares offered in a grant approved on October 23, 1998.