FRANKLIN RESOURCES INC — Director's Dealing 2003

Sep 2, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-09-02

Reporting Person: BAIO JAMES R (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-02	Common Stock, par value $.10	M	1500	$28.1875	Acquired	18240.2308	Direct
2003-09-02	Common Stock, par value $.10	S	1500	$44.3300	Disposed	16740.2308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-02	Employee Stock Option (right to buy)	$28.1875	M	1500	Disposed	2004-03-31	Common Stock, par value $.10 (1500.0000)	Direct

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including unvested balances for fiscal years 2000, 2001 and 2002 of 484, 1,102 and 1,805 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 shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan.

F3: This report reflects the exercise of all of the 1,500 shares available under an option granted on April 1, 1999.