FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
February 23, 1995
Filed Via EDGAR (CIK #014698)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Premier Return Fund
File No. 811-730
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin Premier Return Fund (the "Fund") hereby files its Rule
24f-2 Notice for the fiscal year ended December 31, 1994 (the
"Fiscal Year"). As shown on the attached calculation, no
registration fee is payable.
At the beginning of the Fiscal Year, the Fund had 5,748,172
shares of capital stock which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2, of
which 64,177 shares were sold.
During the Fiscal Year, the Fund registered 448,873 shares of
capital stock other than pursuant to Rule 24f-2 all of which were
sold. The Fund sold a total of 1,233,761 shares of capital stock
during the Fiscal Year of which 720,711 shares were sold pursuant
to Rule 24f-2. Attached is an opinion of counsel indicating that
these securities were legally issued, fully paid and non-
assessable.
Sincerely,
FRANKLIN PREMIER RETURN FUND
/s/Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice of Franklin Premier Return Fund
The calculation pursuant to subsection (c) of Rule 24f-2 of the
fee in connection with the shares sold in reliance upon Rule 24f-
2 is as follows:
<TABLE>
<S> <C> <C>
Aggregate sales price of
securities
sold in reliance upon Rule 24f-2
during Fiscal Year $ 4,502,261
Less: the difference between:
(1) the aggregate redemption or
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $ 4,502,261
(2) the aggregate redemption or
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and previously applied
pursuant to Rule 24e-2(a)
in filings made pursuant to
Section 24(e) (1) of the
Investment Company Act of
1940 -0- $ 4,502,261
Aggregate sales price on which fee
wil be based $ 0
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 .00034483
Fee payable $ 0
</TABLE>
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
Direct Dial: (215) 564-8024
February 22, 1995
Franklin Premier Return Fund
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin Premier Return Fund
Gentlemen:
You have requested our opinion with respect to the
shares of common stock sold by Franklin Premier Return Fund (the
"Fund") during its fiscal year ended December 31, 1994, in
connection with the Notice being filed by the Fund pursuant to
Rule 24f-2 under the Investment Company Act of 1940. You have
represented that a total of 720,711 shares were sold by the Fund
during said fiscal year, all of which were sold in reliance upon
Rule 24f-2.
Based upon our review of such records, documents, and
representations as we have deemed relevant, it is our opinion
that the shares of common stock of the Fund sold and issued by
the Fund during its fiscal year ended December 31, 1994, in
reliance upon the registration under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended, were legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the "Rule 24f-2 Notice" being filed by the Fund,
covering the registration of the said shares under the Securities
Act and the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws
of the various states in which shares of the Fund are offered,
and we further consent to reference in the Prospectus of the Fund
to the fact that this opinion concerning the legality of the
issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
/s/Mark H. Plafker
Mark H. Plafker
MHP/nk
44975.1
