EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No. 333-100801) of Franklin Resources, Inc. of our report
dated  September 26, 2003  relating to the financial  statements of the Franklin
Resources,  Inc. 1998 Employee Stock Investment Plan, which appears in this Form
11-K.



PricewaterhouseCoopers LLP

San Francisco, California
October 24, 2003