FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
November 24, 1995
Filed Via EDGAR (CIK #0000038721)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Custodian Funds, Inc.
File No. 2-11346
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Franklin
Custodian Funds, Inc. (the "Fund") hereby files its Rule 24f-2 Notice for the
Fiscal year ended September 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 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 750,252,080 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 yours,
FRANKLIN CUSTODIAN FUNDS, INC.
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
cc: Jane Baggs
1/ Footnote to Rule 24f-2 Notice for Franklin Custodian Funds, 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 $2,453,196,067
Less: the different between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repurchased
during the Fiscal Year and $3,711,840,216*
(2) the aggregate redemption/ repurchase
price of Fund shares redeemed or
repurchased 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- $3,711,840,216
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 $2,453,196,067 are being applied to offset sales.
Bleakley Platt & Schmidt
One North Lexington Avenue
P.O. Box 5056
White Plains, N.Y. 10602-5056
(914) 949-2700
Facsmile (914) 683-6956
November 21, 1995
Franklin Custodian Funds, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin Custodian Funds, Inc.
Rule 24f-2 Notice
-----------------
Dear Sirs:
You have asked our opinion as to whether the shares of Special Stock
(the "Shares") of Franklin Custodian Funds, Inc. (The "Funds"), covered by the
Rule 24f-2 Notice for the fiscal year ending September 30, 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. 2-11346 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 authencity
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 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
