FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
May 22, 1995
Filed Via EDGAR (CIK# 0000225375)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin California Tax-Free Income
Fund, Inc.
File No. 2-60470
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin California Tax-Free Income Fund, Inc., (the "Fund")
hereby files its Rule 24f-2 Notice for the fiscal year ended
March 31, 1995 (the "Fiscal Year"). As shown on the attached
calculation, no registration fee is payable.
At the beginning of the Fiscal Year, the Fund did not have any
shares of capital stock which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2, but
which remained unsold.
During the Fiscal Year, the Fund did not register shares of
capital stock other than pursuant to Rule 24f-2 and sold a total
of 262,230,106 shares. 1/ All of the Fund shares sold during the
fiscal year, were sold in reliance upon the registration 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 CALIFORNIA TAX-FREE INCOME FUND, INC.
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
LLG:uwt
1/ Footnote to Rule 24f-2 Notice for Franklin California Tax-Free
Income Fund, Inc.
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:
Aggregate sales price of
securities sold in reliance upon
Rule 24f-2 during Fiscal Year
$1,835,210,930
Less: the difference between:
(1) the aggregate redemption or
repurchase price of Fund shares
redeemed or repur-chased during
the Fiscal Year
$2,218,332,610*
(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- $2,218,332,610
Aggregate sales price on which
fee will be based $ - 0 -
Divided by:
Rate of fee pursuant to
Section 6(b) of Securities Act 2900
of 1933
Fee payable $ - 0 -
* Of which $1,835,210,930 are being applied to offset sales.
Bleakley Platt & Schmidt
One North Lexington Avenue
P.O. Box 5056
White Plains, N.Y. 10602-5056
May 18, 1995
Franklin California Tax-Free Income Fund, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin California Tax-Free Income Fund, Inc.
Rule 24f-2 Notice
Dear Sirs:
You have asked our opinion as to whether the shares of
capital stock (the "Shares") of Franklin California Tax-Free
Income Fund, Inc. (the "Fund") covered by the Rule 24f-2 Notice
for the fiscal year ending March 31, 1995, filed pursuant to
Section 24(f) of the Investment Company Act of 1940 pertaining to
the Fund's Registration Statement on Form N-1, File No. 2-60470
of the Securities and Exchange Commission, in accordance with the
Securities Act of 1933, as amended, were duly authorized and
validly issued, fully paid and non-assessable.
We have examined the originals or photostatic or
certified copies of such records of the Fund, certificates of
officers of the Fund and of public officials and other documents
as we have deemed relevant and necessary as a basis for the
opinions set forth in this letter. In such examination, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted as originals, the conformity to the
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents.
Among the documents examined were the Certificate of
Incorporation of the Fund, its By-Laws and the Underwriting
Agreement between the Fund and Franklin/Templeton Distributors,
Inc. pursuant to which the Shares were issued and sold.
Based upon our examination mentioned above, and relying
upon the statements of the Fund contained in the documents that
we have examined, we are of the opinion that the Shares were duly
authorized and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the Rule 24f-2
Notice filed on behalf of the Fund.
Very truly yours,
/s/ Bleakley Platt & Schmidt
Bleakley Platt & Schmidt
