<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>exhibit23_1.txt
<TEXT>

                                                                    EXHIBIT 23.1
                                                                    ------------

CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 of Franklin  Resources,  Inc. of our report dated  October
17, 2002 relating to the financial  statements of the Franklin  Resources,  Inc.
1998 Employee Stock Investment Plan, which appears in this Form 11-K.

We also consent to the incorporation by reference in this Registration Statement
of our report dated  November 15, 2001 relating to the  financial  statements of
Franklin  Resources,  Inc.,  which appears in the Annual Report on Form 10-K for
the year ended September 30, 2001.

PricewaterhouseCoopers LLP

San Francisco, California
October 28, 2002

</TEXT>
</DOCUMENT>