FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
February 23, 1995
Filed Via EDGAR (CIK #810742)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Tax-Advantaged U.S.
Government Securities Fund
File No. 33-11963
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin Tax-Advantaged U.S. Government Securities Fund (the
"Fund") hereby files its Rule 24f-2 Notice for the fiscal year
ended December 31, 1994 (the "Fiscal Year"). As shown on the
attached calculation, no registration fee is payable.
At the beginning of the Fiscal Year, the Fund did not have any
shares of partnership 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 did not register shares of
partnership interest other than pursuant to Rule 24f-2 and sold a
total of 10,672,381 shares of partnership interest. 1/ All of the
Fund shares 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 TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND
/s/Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice of Franklin Tax-Advantaged U.S.
Government Securities Fund
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 Rule 24f-2
during Fiscal Year $111,202,508
Less: the difference between:
(1) the aggregate redemption or
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year $182,635,166*
(2) the aggregate redemption or
repurchase price of Fund
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- $182,635,166
Aggregate sales price on which fee
will be based $0
Rate of fee pursuant to Section 6(b)
of Securities Act of 1933 .00034483
Fee payable $0
</TABLE>
* of which $111,202,508 are being applied to offset sales.
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
Direct Dial: (215) 564-8101
February 21, 1995
Franklin Tax-Advantaged U.S. Government
Securities Fund
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin Tax-Advantaged U.S. Government
Securities Fund
Gentlemen:
You have requested our opinion with respect to the
shares of partnership interest sold by Franklin Tax-Advantaged
U.S. Government Securities Fund (the "Fund") during its fiscal
year ended December 31, 1994, in connection with the Notice being
filed by the Fund pursuant to Rule 24f-2 under the Investment
Company Act of 1940. You have represented that a total of
10,672,381 shares were sold by the Fund 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 partnership interest of the Fund sold and
issued by the Fund 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 Fund,
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
115629
