FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
February 22, 1995
Filed Via EDGAR (CIK #798523)
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 Trust
File No. 33-7785
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin New York Tax-Free Trust (the "Trust") hereby its Rule
24f-2 Notice for the fiscal year ended December 31, 1994 (the
"Fiscal Year"). The registration fee, as shown in the attached
calculation, has been transmitted via wire transfer to the Mellon
Bank.
At the beginning of the Fiscal Year, the Trust 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 Trust did not register shares of
beneficial interest other than pursuant to Rule 24f-2 and sold a
total of 87,089,952 shares of beneficial interest. 1/ All of the
shares of the Trust 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 TRUST
/s/Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice of Franklin New York 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:
<TABLE>
<S> <C> <C>
Aggregate sales price of
securities sold in reliance upon $147,675,663
Rule 24f-2 during Fiscal Year
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Trust
shares redeemed or repur-
chased during the Fiscal
Year and $136,104,785
(2) the aggregate redemption/
repurchase price of Trust
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- $136,104,785 5
Aggregate sales price on which
fee will be based $11,570,878
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 $ .00034483
Fee payable $ 3,990
</TABLE>
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
Direct Dial: (215) 564-8101
February 21, 1995
Franklin New York Tax-Free Trust
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin New York Tax-Free Trust
Gentlemen:
You have requested our opinion with respect to the
shares of beneficial interest sold by Franklin New York Tax-Free
Trust (the "Trust") during its fiscal year ended December 31,
1994, 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 87,089,952 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 December 31,
1994, 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 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/rlm
115614
