<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>form424_no29.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT NO. 29
<TEXT>

Prospectus Supplement                           Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated November 6, 2001)             Registration Number 333-66958

                                  $877,000,000

                            Franklin Resources, Inc.

                     Liquid Yield Option(TM) Notes due 2031
                             (Zero Coupon - Senior)
                                       and
                             Shares of Common Stock
                            Issuable Upon Conversion
                                  of the LYONs


     This  prospectus  supplement  relates to the  resale by the  holders of our
LYONs and the shares of our common stock  issuable  upon the  conversion  of the
LYONs.

     This prospectus  supplement should be read in conjunction with, and may not
be delivered or utilized  without,  the  prospectus  dated November 6, 2001. The
terms of the LYONs are set forth in the prospectus.

     The  information  in  the  table  appearing  under  the  heading   "Selling
Securityholders"  in the prospectus is amended by adding the  information  below
with  respect  to  persons  not  previously  listed  in  the  prospectus  and by
supplementing the information with respect to other persons previously listed in
the prospectus.

<TABLE>
                                      Principal Amount
                                       at Maturity of
                                           LYONs                               Number of shares
                                        Beneficially         Percentage        of Common Stock       Percentage of
                                       Owned that may         of LYONs           that may be         Common Stock
Name (1):                                 be sold            Outstanding           sold (2)         Outstanding (3)
---------                               ----------           -----------       ------------         ---------------
<S>                                    <C>                     <C>                <C>                    <C>
UBS AG London Branch                   20,120,000              2.29%              188,331                *

Conseco Annuity Assurance-Multi
Bucket Annuity Convertible Bond
Fund                                    2,000,000              0.23%               18,720                *


-----------------------------

*    Less than 1%

</TABLE>

(1)  Information  about  other  selling  securityholders  will be set  forth  in
     prospectus supplements, if required.
(2)  Assumes  conversion  of all of the holder's  LYONs at a conversion  rate of
     9.3604  shares of common stock per $1,000  principal  amount at maturity of
     the LYONs.  However,  this conversion rate will be subject to adjustment as
     described   under   "Description  of   LYONs--Conversion   Rights"  in  the
     prospectus.  As  a  result,  the  amount  of  common  stock  issuable  upon
     conversion of the LYONs may increase or decrease in the future.
(3)  Calculated  based on 253,468,709  shares of common stock  outstanding as of
     April 30, 2003. In calculating this amount,  we treated as outstanding that
     number of  shares of common  stock  issuable  upon  conversion  of all of a
     particular holder's LYONs. However, we did not assume the conversion of any
     other holder's LYONs.


                     --------------------------------------

          The date of this prospectus supplement is May 13, 2003.

</TEXT>
</DOCUMENT>