X0201 4 2003-10-01 0 0000038777 FRANKLIN RESOURCES INC BEN 0001241019 ALEXANDER PENELOPE S C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 944031906 0 1 0 0 Vice-President Common Stock, par value $.10 2003-10-01 4 S 0 318 44.2000 D 38243.0000 D 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 years 2001 and 2002 are 337, and 714 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. Shares were sold to Franklin Resources, Inc. in connection with the vesting of a prior award under the 2002 Plan in order to make a tax payment. /s/ ALEXANDER, PENELOPE S. 2003-10-01