FRANKLIN RESOURCES INC — Director's Dealing 2003

Aug 1, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-07-31

Reporting Person: GREEN BARBARA J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-31	Common Stock, par value $.10	A	27.7454	$43.8150	Acquired	9581.4570	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''). Unvested balances for the fiscal year 2000, 2001 and 2002 are 403, 689 and 1,184 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.