U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Franklin Premier Return Fund
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
2. Name of each series or class of funds for which this notice is filed:
Franklin Premier Return Fund
3. Investment Company Act File Number: 811-730
Securities Act File Number: 2-12647
4. Last day of fiscal year for which this notice is filed: 12/31/95
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): Not applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: 5,683,995 shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the fiscal year:
2,350,339 shares ($15,975,332)
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,120,306 shares ($7,591,002)
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): Not applicable
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$7,591,002
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ n/a
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -$7,591,002
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + n/a
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] (if
applicable): $0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x .00034483
(vii)Fee due [line (i) or line (v) multiplied by line (vii)]: $0
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal and
Other Procedures (17 CFR 202.3a). [ ] Date of mailing or wire transfer of filing
fees to the Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
Date 02/27/96
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Fax: (215) 564-8120
Direct Dial:
(215) 564-8101
February 23, 1996
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, 1995, 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 2,350,339 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, 1995,
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, LLP
By:/s/ Audrey C. Talley
Audrey C. Talley
ACT/pj
156634.1
