U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
- - --------------------------------------------------------------------------------
1. Name and address of issuer:
Franklin Custodian Funds, Inc.
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
- - --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
Growth Series - Class I, Growth Series - Class II, Utilities Series - Class I,
Utilities Series - Class II, DynaTech Series - Class I, DynaTech Series Class
II, Income Series - Class I, Income Series - Class II, U.S. Government Series -
Class I, U.S. Government Series - Class II
- - --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-537
Securities Act File Number: 2-11346
- - --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: 9/30/96
- - --------------------------------------------------------------------------------
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:
[ ]
- - --------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): n/a
- - --------------------------------------------------------------------------------
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-
- - --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 19,070,307 shares
- - --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
1,123,477,753 shares ($3,855,920,098)
- - --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
1,123,477,753 shares ($3,855,920,098)
- - --------------------------------------------------------------------------------
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
- - --------------------------------------------------------------------------------
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): $3,855,920,098
(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): - $3,529,529,259
(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): $326,390,839
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: $112,548
- - --------------------------------------------------------------------------------
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).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 11/27/96
- - --------------------------------------------------------------------------------
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 (Signature and Title) /S/ LARRY L. GREENE
ASSISTANT SECRETARY
Date 11/27/96
- - --------------------------------------------------------------------------------
Bleakley, Platt & Schmidt
One North Lexington Avenue
White Plains, New York 10602-5056
(914)949-2700
November 25, 1996
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 "Fund"), covered
by the Rule 24f-2 Notice for the fiscal year ending September 30, 1996, 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
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 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
