FRANKLIN/TEMPLETON GROUP OF
FUNDS
777 Mariners Island
Boulevard
San Mateo, California 94404
August 29, 1995
Filed Via EDGAR (CIK
#0000038778) Securities and
Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Money Fund
File No. 2-55029
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company
Act of 1940, Franklin 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
981,312,082 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 1,532,810,434 shares. 1/
All of the Fund shares sold during the Fiscal Year
were sold in reliance upon the registration pursuant
to Rule 24f-2.\1
Attached is an opinion of counsel indicating that
these securities were legally issued, fully paid and
non-assessable.
Sincerely,
FRANKLIN MONEY FUND
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice for Franklin 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 $1,532,810,434
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $1,669,307,715*
(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 $1,669,307,715
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 $1,532,810,434 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 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 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 1,532,810,434
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
