FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
July 25, 1995
Filed Via EDGAR (CIK #0000703112)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin New York Tax-Free
Income Fund, Inc.
File No. 2-77880
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin New York Tax-Free Income Fund, Inc. (the "Fund") hereby
files its Rule 24f-2 Notice for the fiscal year ended May 31,
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 46,423,552 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 NEW YORK TAX-FREE INCOME FUND, INC.
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
cc: Brian E. Lorenz, Esq.
1/ Footnote to Rule 24f-2 Notice for Franklin New York Tax-Free
Income Fund, 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 the Fiscal Year $531,872,685
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $557,063,232*
(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- $557,063,232
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 $531,872,685 are being used to offset sales.
Bleakley Platt & Schmidt
One North Lexington Avenue
P.O. Box 5056
White Plains, N.Y. 10602-5056
July 24, 1995
Franklin New York Tax-Free Income Fund, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin New York Tax-Free Income Fund, Inc.
Rule 24f-2 Notice
Dear Sirs:
You have asked our opinion as to whether the shares of
capital stock (the "Shares") of Franklin New York Tax-Free Income
Fund, Inc. (the "Fund") covered by the Rule 24f-2 Notice for the
fiscal year ending May 31, 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. 2-77880 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/Templeton 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
