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FRANKLIN RESOURCES INC Director's Dealing 2004

Feb 4, 2004

30512_dirs_2004-02-03_00d2e6be-5a80-4f0a-a584-fa2ae209d5ce.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2004-01-29

Reporting Person: LUSK JOHN M (Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 4315.3919 Direct
Common Stock, par value $.10 224 Direct
Common Stock, par value $.10 526 Direct
Common Stock, par value $.10 1698 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $28.1875 2004-03-31 Common Stock, par value $.10 (1800.0000) Direct
Employee Stock Option (Right to Buy) $32.6250 2007-09-28 Common Stock, par value $.10 (795.0000) Direct
Employee Stock Option (Right to Buy) $37.3800 2011-11-19 Common Stock, par value $.10 (15000.0000) Direct
Employee Stock Option (Right to Buy) $32.9000 2012-11-09 Common Stock, par value $.10 (12000.0000) Direct
Employee Stock Option (Right to Buy) $48.9800 2013-11-11 Common Stock, par value $.10 (7500.0000) Direct
Employee Stock Options (Right to Buy) $38.3800 2010-11-16 Common Stock, par value $.10 (15000.0000) 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''), including unvested balances for fiscal years 2001, 2002 and 2003 of 224, 526 and 1,698 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: The option becomes exercisable in three approximately equal increments on each of September 29, 2000, September 28, 2001, and September 30, 2002.

F3: The option becomes exercisable in three approximately equal increments on each of September 30, 2002, September 30, 2003, and September 30, 2004.

F4: The option becomes exercisable in three approximately equal increments on each of September 30, 2003, September 30, 2004, and September 30, 2005.

F5: The option becomes exercisable in three approximately equal increments on each of September 30, 2004, September 30, 2005, and September 29, 2006.

F6: The option becomes exercisable in three approximately equal increments on each of September 28, 2001, September 30, 2002, and September 30, 2003.