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FRANKLIN RESOURCES INC Director's Dealing 2003

Aug 9, 2003

30512_dirs_2003-08-08_7a42eb89-a8c5-4a13-806c-c8b3f59d6f73.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-08-08

Reporting Person: JOHNSON CHARLES B (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-08-08 Common Stock, par value $.10 S 400 $44.2600 Disposed 3963275.0000 Indirect
2003-08-08 Common Stock, par value $.10 S 99600 $44.0000 Disposed 3863675.0000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 37529945.0000 Direct
Common Stock, par value $.10 6731.0000 Indirect
Common Stock, par value $.10 3000000.0000 Indirect

Footnotes

F1: Shares reported do not include shares owned by Mr. Johnson's immediate family, directly or indirectly or by a private foundation of which Mr. Johnson is a trustee.

F2: Shares represent a pro-rata number of shares equivalent to Mr. Johnson's percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2002. Mr. Johnson disclaims beneficial ownership of such shares.

F3: Shares are owned indirectly by a limited partnership in which Mr. Johnson is a limited partner.