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 Federal Tax-Free Income 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 Federal Tax-Free Income Fund - Class I
Franklin Federal Tax-Free Income Fund - Class II
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3. Investment Company Act File Number: 811-3395
Securities Act File Number: 2-75925
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4. Last day of fiscal year for which this notice is filed: 4/30/97
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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): n/a
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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: -0-
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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:
99,970,146 shares ($1,189,047,906)
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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:
99,970,146 shares ($1,189,047,906)
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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): $1,189,047,906
(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): - $1,300,770,418
(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 (seeInstruction 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.
By /s/ Larry Greene
Assistant Secretary
Date 6/26/97
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial:
(215) 564-8101
June 23, 1997
Franklin Federal Tax-Free Income 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 Tax-Free Income Fund (the "Fund") during its fiscal year
ended April 30, 1997, 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 99,970,146 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 99,970,146 shares of common stock of
the Fund sold and issued by the Fund during its fiscal year ended April 30,
1997, 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
