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: 2003-08-29

Reporting Person: BOLT JENNIFER J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-29	Common Stock, par value $.10	M	10000	$32.8750	Acquired	467314.8787	Direct
2003-08-29	Common Stock, par value $.10	S	10000	$43.2000	Disposed	457314.8787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-29	Employee Stock Option (Right to Buy)	$32.8750	M	10000	Disposed	2007-09-28	Common Stock, par value $.10 (10000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	36613.0000	Indirect

Footnotes

F1: Shares represent grant of award of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal year 2001 and 2002 are 1,516 and 3,383 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 Issuer's dividend reinvestment plan.

F3: Shares are held by Mrs. Bolt as Trustee for Mrs. Bolt's minor children. Mrs. Bolt disclaims any beneficial ownership of such shares.

F4: This report reflects the exercise of 10,000 shares out of a total of 48,892 shares available under an option granted on November 17, 1999.