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UNITED STATES ---------------------------
SECURITIES AND EXCHANGE COMMISSION | OMB APPROVAL
Washington, D.C. 20549 | -------------------------
| OMB Number: 3235-0360
FORM N-17f-2 | Expires: June 30, 1997
| Estimated average burden
Certificate of Accounting of Securities and Similar | hours per response...0.05
Investments in the Custody of ---------------------------
Management Investment Companies
Pursuant to Rule 17f-2 (17 CFR 270.17f-2)
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1. Investment Company Act File Number: Date examination completed:
811-5103 07/30/97
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2. State Identification Number:
AL _____ AK _____ AZ _____ AR _____ CA _____ CO _____
CT _____ DE _____ DC _____ FL _____ GA _____ IL _____
ID _____ IL _____ IN _____ IA _____ KS _____ KY _____
LA _____ ME _____ MD _____ MA _____ MI _____ MN _____
MS _____ MO _____ MT _____ NB _____ NV _____ NH _____
NJ _____ NM _____ NY _____ NC _____ ND _____ OH _____
OK _____ OR _____ PA _____ RI _____ SC _____ SD _____
TN _____ TX _____ UT _____ VT _____ VA _____ WA _____
WV _____ WI _____ WY _____ PUERTO RICO _______
Other (specify) ______________
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3. Exact name of Investment company as specified in registration statement:
The Franklin Holding Corporation (Delaware)
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4. Address of principal executive office (number, street, city, state,
zip code):
450 Park Avenue 10th Floor New York, NY 10022
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INSTRUCTIONS:
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the Investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's principal
office in Washington, D.C., one copy with the regional office for the region
in which the investment company's principal business operations are
conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
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[LETTERHEAD OF ARTHUR ANDERSEN LLP]
________________________
Arthur Andersen LLP
September 23, 1997
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Securities and Exchange Commission 1345 Avenue of the Americas
450 Fifth Street Northwest New York, NY 10105-0032
Washington, D.C. 20549 (212) 708-5710
Attn: Filing Desk
Re: The Franklin Holding Corporation (Delaware)
Commission File No. 811-5103
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Dear Sirs:
Attached is our report dated September 19, 1997 on the examination of the
investment accounts of The Franklin Holding Corporation (Delaware) as of July
30, 1997 pursuant to Rule 17f-2 of the Investment Company Act of 1940.
Please acknowledge your receipt of the report by affixing your stamp to a copy
of this letter and returning it to the undersigned.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/ Luther E. Birdzell
Luther E. Birdzell
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[LETTERHEAD OF ARTHUR ANDERSEN LLP]
To the Board of Directors and Stockholders of
The Franklin Holding Corporation (Delaware):
We have examined the investment accounts shown by the books and records of The
Franklin Holding Corporation (Delaware) for the period from the date of our
last similar examination on December 20, 1996, to July 30, 1997. Our examination
was made without prior notice to the Company. It is understood that this report
is solely for the use of management and the Securities and Exchange Commission
and should not be used for any other purpose.
Securities owned as of the close of business on July 30, 1997, shown by the
books and records audited by us, which we counted and inspected, were located
in the vault of The Bank of New York, 575 Madison Avenue, New York, New York
10022, except for securities purchased but not received, pledged, or out for
transfer on that date, as to which we obtained confirmation from the brokers,
pledgees, and transfer agents, respectively.
Because the above procedures do not constitute an audit in accordance with
generally accepted auditing standards, we do not express an opinion on the
investment accounts referred to above. In connection with the procedures
referred to above, no matters came to our attention that caused us to believe
that the specified accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in accordance with
generally accepted auditing standards, matters might have come to our attention
that would have been reported to you. This report relates only to the
investments specified above and does not extend to any financial statements of
The Franklin Holding Corporation (Delaware), taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
September 19, 1997
