FRANKLIN TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
April 25, 1995
Filed Via EDGAR (CIK #0000757010)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Tax-Free Trust
File No. 2-94222
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin Tax-Free Trust (the "Fund") hereby files its Rule 24f-2
Notice for the fiscal year ended February 28, 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 beneficial interest 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
beneficial interest other than pursuant to Rule 24f-2 and sold a
total of 181,678,327 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 TAX-FREE TRUST
/s/Larry L. Greene
Larry L. Greene
Assistant Secretary
<TABLE>
1/ Footnote to Rule 24f-2 Notice for Franklin Tax-Free Trust
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:
<S> <C> <C>
Aggregate sales price of
securities sold in reliance
upon Rule 24f-2 during Fiscal $2,013,581,671
Year
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year end $2,284,113,093
*
(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- $2,284,113,093
Aggregate sales price on which
fee will be based -0-
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 .00034483
Fee payable -0-
*of which $2,013,581,671 are being applied to offset sales.
</TABLE>
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
Direct Dial:
(215) 564-8101
April 21, 1995
Franklin Tax-Free Trust
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to the
shares of beneficial interest sold by Franklin Tax-Free Trust
(the "Trust") during its fiscal year ended February 28, 1995, in
connection with the Notice being filed by the Trust pursuant to
Rule 24f-2 under the Investment Company Act of 1940. You have
represented that a total of 181,678,327 shares were sold by the
Trust 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 beneficial interest of the Trust sold and
issued by the Trust during its fiscal year ended February 28,
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 Trust,
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 Trust are offered,
and we further consent to reference in the Prospectus of the
Trust 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
