EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference of our report dated December
5,  2003,  relating  to  the  consolidated   financial  statements  of  Franklin
Resources,  Inc.  and  subsidiaries,  which  appears in this Form  10-K,  in the
following Registration Statements, as amended:

Form S-3 filed April 14, 1994 for issuance of debt securities,
     Amendment No. 1 to Form S-3 filed May 18, 1994

Form S-3  filed  September  30,  1994 for the  registration  of shares of common
stock,
     Amendment No. 1 to Form S-3 filed October 28, 1994

Form S-3 filed September 16, 1996 for the issuance of medium term notes,
     Amendment No. 1 to Form S-3 filed October 4, 1996

Form S-3 filed December 8, 2000 for the issuance of common stock,
     Amendment No. 1 to Form S-3 filed January 30, 2001
     Amendment No. 2 to Form S-3 filed February 12, 2001
     Amendment No. 3 to Form S-3 filed February 15, 2001

Form S-3 filed August 6, 2001 for the issuance of zero-coupon convertible senior
note offering,
     Amendment No. 1 to Form S-3 filed November 1, 2001

Form S-3 filed April 3, 2003 for the issuance of debt securities

Form S-4 filed December 26, 2000, for the issuance of common stock in connection
with acquisition of Fiduciary Trust Company International.
     Amendment No. 1 to Form S-4 filed January 26, 2001

Form S-8 filed April 29, 1994 for United Kingdom Stock Option Plan #1

Form S-8 filed September 13, 1995 for Universal Stock Plan

Form S-8 filed March 18, 1998 for 1998 Employee Stock Investment Plan

Form S-8 filed December 31, 1998 for 1998 Universal Stock Incentive Plan

Form S-8 filed July 21, 1999 for 1998 Universal Stock Incentive Plan

Form S-8 filed October 22, 1999 for 1998 Universal Stock Incentive Plan

Form S-8 filed  March 27, 2001 for Amended and  Restated  1998  Universal  Stock
Incentive Plan
     Post  Effective  Amendment  No. 1 to Form S-8 filed March 27, 2001 for 1998
     Universal Stock Incentive Plan

Form S-8 filed October 29, 2002 for the 1998 Employee Stock Incentive Plan

Form S-8 filed March 17, 2003 for 2002 Universal Stock Incentive Plan
     Post Effective Amendment No. 1 to Form S-8 filed March 17, 2003 for Amended
     and Restated Universal Stock Incentive Plan

Annual Report on Form 11-K filed on October 29, 2002 for the 1998 Employee Stock
Incentive Plan
Annual Report on Form 11-K filed on October 24, 2003 for the 1998 Employee Stock
Incentive Plan


/s/ PricewaterhouseCoopers LLP

San Francisco, California
December 19, 2003