FRANKLIN RESOURCES INC — Director's Dealing 2003

Aug 5, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-08-01

Reporting Person: KRATTER LESLIE M (Sr. Vice President & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-01	Common Stock, par value $.10	S	97.408	$43.8150	Disposed	55154.8981	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	12864.0000	Indirect

Footnotes

F1: Shares represent grants of awards of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''), including unvested balances for fiscal years 2000, 2001 and 2002 of 1,076, 1,894 and 3,665 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: Includes 29,522 shares which are jointly owned with a member of Mr. Kratter's immediate family.

F4: Shares are held by a member of Mr. Kratter's immediate family. Mr. Kratter disclaims beneficial ownership of such shares under Section 16 of the Securities Exchange Act of 1934.