FRANKLIN NEW YORK TAX FREE TRUST
24F-2NT, 1996-02-27
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                     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 New York 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 New York Tax-Exempt Money Fund
   Franklin New York Insured Tax-Free Income Fund - Class I
   Franklin New York Insured Tax-Free Income Fund - Class II
   Franklin New York Intermediate-Term Tax-Free Income Fund


3. Investment Company Act File Number: 811-4787

   Securities Act File Number: 33-7785


4. Last day of fiscal year for which this notice is filed: 12/31/95


     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: -0-




9. Number and aggregate sale price of securities sold during the fiscal year:

   57,621,640 shares ($103,267,071)


     10.  Number and aggregate  sale price of securities  sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:

    57,621,640 shares ($103,267,071)


     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):
                                                                   $103,267,071
      (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):                               - $97,953,376
 
      (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):                                          $5,313,695
                                            
      (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)]:      $1,832



                                                                               
      

                                                                               
       




     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: 2/26/96


                                   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
                                   Larry L. Greene
                               Assistant Secretary
       Date 02/27/96



                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                            2600 One Commerce Square
                      Philadelphia, Pennsylvania 19103-7098
                                 (215) 564-8000
                               Fax: (215) 564-8120


Direct Dial: 
(215) 564-8101




                                                  February 23, 1996



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, 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 57,621,640  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, 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 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, LLP



     By:/s/ Audrey C. Talley
        Audrey C. Talley



ACT/pj

156635.1



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