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 Tax-Free Trust
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:
Franklin Massachusetts Insured Tax-Free Income Fund - Class I
Franklin Massachusetts Insured Tax-Free Income Fund - Class II
Franklin Michigan Insured Tax-Free Income Fund - Class I
Franklin Michigan Insured Tax-Free Income Fund - Class II
Franklin Minnesota Insured Tax-Free Income Fund - Class I
Franklin Minnesota Insured Tax-Free Income Fund - Class II
Franklin Insured Tax-Free Income Fund - Class I
Franklin Insured Tax-Free Income Fund - Class II
Franklin Ohio Insured Tax-Free Income Fund - Class I
Franklin Ohio Insured Tax-Free Income Fund - Class II
Franklin Puerto Rico Tax-Free Income Fund - Class I
Franklin Puerto Rico Tax-Free Income Fund - Class II
Franklin Arizona Tax-Free Income Fund - Class I
Franklin Arizona Tax-Free Income Fund - Class II
Franklin Colorado Tax-Free Income Fund - Class I
Franklin Colorado Tax-Free Income Fund - Class II
Franklin Georgia Tax-Free Income Fund - Class I
Franklin Georgia Tax-Free Income Fund - Class II
Franklin Pennsylvania Tax-Free Income Fund - Class I
Franklin Pennsylvania Tax-Free Income Fund - Class II
Franklin High Yield Tax-Free Income Fund - Class I
Franklin High Yield Tax-Free Income Fund - Class II
Franklin Missouri Tax-Free Income Fund - Class I
Franklin Missouri Tax-Free Income Fund - Class II
Franklin Oregon Tax-Free Income Fund - Class I
Franklin Oregon Tax-Free Income Fund - Class II
Franklin Texas Tax-Free Income Fund - Class I
Franklin Texas Tax-Free Income Fund - Class II
Franklin Virginia Tax-Free Income Fund - Class I
Franklin Virginia Tax-Free Income Fund - Class II
Franklin Alabama Tax-Free Income Fund - Class I
Franklin Alabama Tax-Free Income Fund - Class II
Franklin Florida Tax-Free Income Fund - Class I
Franklin Florida Tax-Free Income Fund - Class II
Franklin Conneticut Tax-Free Income Fund - Class I
Franklin Conneticut Tax-Free Income Fund - Class II
Franklin Indiana Tax-Free Income Fund
Franklin Louisiana Tax-Free Income Fund - Class I
Franklin Louisiana Tax-Free Income Fund - Class II
Franklin Maryland Tax-Free Income Fund - Class I
Franklin Maryland Tax-Free Income Fund - Class II
Franklin North Carolina Tax-Free Income Fund - Class I
Franklin North Carolina Tax-Free Income Fund - Class II
Franklin New Jersey Tax-Free Income Fund - Class I
Franklin New Jersey Tax-Free Income Fund - Class II
Franklin Kentucky Tax-Free Income Fund
Franklin Federal Intermediate-Term Tax-Free Income Fund
Franklin Arizona Insured Tax-Free Income Fund
Franklin Florida Insured Tax-Free Income Fund
3. Investment Company Act File Number: 811-4149
Securities Act File Number: 2-94222
4. Last day of fiscal year for which this notice is filed: 02/29/96
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): Not applicable
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: 24,754,402 shares
9. Number and aggregate sale price of securities sold during the fiscal year:
218,519,096 shares ($2,490,489,539)
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
193,764,694 shares ($2,273,319,489)
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): $2,273,319,489
(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): - $1,694,013,759
(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): $579,305,730
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x .00034483
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: $199,762
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: 04/24/96
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 04/24/96
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
April 22, 1996
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 29, 1996, 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 218,519,096 shares were sold by
the Trust during said fiscal year, of which 193,764,694 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 29, 1996, 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, LLP
By:/s/Audrey C. Talley
Audrey C. Talley
ACT/pj
163507.1
