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: BURNS HARMON E (Director, Vice Chariman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-31	Common Stock, par value $.10	A	333.7784	$43.8150	Acquired	1202132.6678	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	88000.0000	Indirect
Common Stock, par value $.10	500001.5000	Indirect
Common Stock, par value $.10	5038.0000	Indirect

Footnotes

F1: Also includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan.

F2: Mr. Burns disclaims beneficial ownership of these shares, which are held by a private foundation of which Mr. Burns is a trustee.

F3: Shares represent a pro-rata number of shares equivalent to Mr. Burns percentage of ownership of the holdings of the Franklin Resources, Inc. Profit Sharing Plan as of September 30, 2002. Mr. Burns disclaims beneficial ownership of such shares.