U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Franklin Asset Allocation Fund
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
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2. Name of each series or class of funds for which this notice is filed:
Franklin Asset Allocation Fund
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3. Investment Company Act File Number: 811-730
Securities Act File Number: 2-12647
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4. Last day of fiscal year for which this notice is filed: 12/31/96
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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: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): Not applicable
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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: 4,453,962 shares
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: -0-
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9. Number and aggregate sale price of securities sold during the fiscal year:
2,394,247 shares ($18,758,663)
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
983,856 shares ($7,600,737)
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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
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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) $7,600,737
(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): - $7,600,737
(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 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vii)]: $0
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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:
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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.
/s/ Larry L. Greene
Assistant Secretary
Date: 02/26/97
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Fax: (215) 564-8120
February 24, 1997
Franklin Asset Allocation Fund
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin Asset Allocation Fund
Gentlemen:
You have requested our opinion with respect to the shares of
common stock sold by Franklin Asset Allocation Fund (the "Fund") during its
fiscal year ended December 31, 1996, 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 983,856 shares were sold in reliance upon Rule
24f-2 by the Fund during said fiscal year.
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, 1996, 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
/s/ Audrey C. Talley
