FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
August 29, 1995
Filed Via EDGAR (CIK #0000353316)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Federal Money Fund
File No. 2-67480
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin Federal Money Fund (the "Fund") hereby files its Rule
24f-2 Notice for the fiscal year ended June 30, 1995 (the "Fiscal
Year"). As shown on the attached calculation, no registration
fee is payable.
At the beginning of the Fiscal Year, the Fund had 110,337,394
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 216,322,353 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 FEDERAL MONEY FUND
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/Footnote to Rule 24f-2 Notice for Franklin Federal Money 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:
Aggregate sales price of securities sold
in reliance upon Rule 24f-2 during Fiscal
Year $216,322,353
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $249,680,784*
(2) the aggregate redemption/
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 $249,680,784
Aggregate sales price on which fee
will be based $ 0
Divided by:
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 2900
Fee payable $ 0
*of which $216,322,353 is being applied to offset sales.
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
August 28, 1995
Franklin Federal Money Fund
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to the
shares of common stock sold by Franklin Federal Money Fund (the
"Fund") during its fiscal year ended June 30, 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 216,322,353 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 June 30, 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
By: /s/ Audrey C. Talley
Audrey C. Talley
ACT/lad
136860.1
