U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer: Templeton Funds Retirement Annuity
Separate Account
700 Central Avenue
St. Petersburg, Florida 33701
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-5023
Securities Act File Number: 33-11780
4. Last day of fiscal year for which this notice is filed: 12/31/96
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: N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): N/A
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:
N/A
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 215 interests
Sales Price: $65,647
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 215 interests
Sales Price: $65,647
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):
N/A
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): $ 65,647
----------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 0
----------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,481,530
-------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
-----------
(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): (1,415,883)
------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $ 0
-------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM ISBEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See instruction C.3.
<PAGE>
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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/DAVID J. TOBIN
David J. Tobin
Sr. Vice President & Chief Operating Officer
Date: February 26, 1997
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
February 27, 1997
Templeton Funds Annuity Company
700 Central Avenue
St. Petersburg, Florida 33701-3628
Dear Sirs:
As counsel for Templeton Funds Annuity Company (the "Company"), I am familiar
with Templeton Funds Retirement Annuity Separate Account ("Separate Account"),
which is a separate account for assets applicable to Templeton Retirement
Annuities ("Annuities") issued by the Company.
I have made such examination of the law and examined such corporate records and
such other documents as in my judgement are necessary and appropriate to enable
me to render the following opinion.
With respect to the issuance and sale of interests in the Separate Account
during the Separate Account's fiscal year ended December 31, 1996, it is my
opinion that such interests were issued in connection with Annuities that
constitute legal, validly issued and binding obligations of the Company.
I consent to the filing of this opinion in connection with the Notice for the
fiscal year ended December 31, 1996 pursuant to Rule 24f-2 under the Investment
Company Act of 1940 to be filed on behalf of the Separate Account with the
Securities and Exchange Commission.
Sincerely,
/s/KAREN SKIDMORE
Karen Skidmore
Senior Corporate Counsel
