FRANKLIN RESOURCES INC — Director's Dealing 2003

Jun 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2003-06-24

Reporting Person: LIPPMAN WILLIAM J (Formerly Senior Vice President)

Footnotes

F1: Mr. Lippman ceased to be an officer of Franklin Resources, Inc. on May 28, 2003.

F2: Includes shares acquired pursuant to Franklin Resources, Inc.'s Employee Stock Investment Plan.

F3: Also includes shares representing grants of awards of common stock under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (the ''2002 Plan''). Unvested balances for the fiscal years 2000, 2001 and 2002 are 2,196, 11,808 and 11,276 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.