FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
November 24, 1995
Filed Via EDGAR (CIK #0000805650)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Managed Trust
File No. 33-9994
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Franklin
Managed Trust (the "Fund") hereby files its Rule 24f-2 Notice for the fiscal
year ended September 30, 1995 (the "Fiscal Year"). As shown in the calculation
attached, 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 registered 6,233,851 shares of beneficial
interest other than pursuant to Rule 24f-2 and sold a total of 3,547,174 shares
of beneficial interest. 1/ All of the shares of the Fund 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 yours,
FRANKLIN MANAGED TRUST
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
cc: Jane Baggs
1/ Footnote to Rule 24f-2 Notice for Franklin Managed 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:
Aggregate sales price of securities
sold in reliance upon Rule 24f-2
during Fiscal Year $ 52,627,989
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $103,739,090*
(2) the aggregate redemption/repurchase
price of Fund shares redeemed or
repurchased 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- $103,739,090
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 $ 52,627,989 are being applied to offset sales.
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8101
November 21, 1995
Franklin Managed Trust
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin Managed Trust
Gentlemen:
You have requested our opinion with respect to the shares of
beneficial interest sold by Franklin Managed Trust (the "Trust") during its
fiscal year ended September 30, 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 3,547,174 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 September 30, 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
By:/s/ Audrey C. Talley
Audrey C. Talley
ACT/pj
146417.1
