RULE 24f-2 NOTICE
for
Franklin Mutual Series Fund Inc. (the "Fund")
File No. 33-18516
Filed on behalf of the Fund
1. Fiscal year for which notice is filed: Fiscal year ended December 31, 1996.
2. The number or amount of securities of the same class or series, if any, which
has been registered under the Securities Act of 1933 other than pursuant to this
section but which remained unsold at the beginning of such fiscal year: None.
3. The number or amount of securities, if any, registered during such fiscal
year other than pursuant to this section: None.
4. The number or amount of securities sold during such fiscal year: 265,492,509.
5. The number or amount of securities sold during such fiscal year in reliance
upon registration pursuant to this section: 265,492,509.
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* Total securities for all five series of the Fund.
Calculation of filing fee:
(1) Mutual Shares Fund equals $1,525,217,040 (aggregate sales price of such
securities sold during such fiscal year in reliance upon registration pursuant
to Rule 24f-2), less $560,236,208 (aggregate redemption price of such securities
redeemed during such fiscal year there having been no amount applied pursuant to
Rule 24e-2(a) in filings made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940) multiplied by 1/33 of 1% (registration fee rate), yields
$292,418 as the required registration fee for this entity.
(2) Mutual Qualified Fund equals $1,513,165,316 (aggregate sales
price of such securities sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2), less $498,596,582 aggregate redemption
price of such securities redeemed during such fiscal year, there having been no
amount applied pursuant to Rule 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940) multiplied by 1/33 of 1%
(registration fee rate), yields $307,445 as the required registration fee for
this entity.
(3) Mutual Beacon Fund equals $1,857,276,900 (aggregate sales price
of such securities sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2), less $756,902,309 (aggregate redemption price of such
securities redeemed during such fiscal year, there having been no amount applied
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940) multiplied by 1/33 of 1% (registration fee
rate), yields $333,447 as the required registration fee for this entity; and
(4) Mutual Discovery Fund equals $1,841,475,427 (aggregate sales price of
such securities sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2), less $406,573,323 (aggregate redemption price of
such securities redeemed during such fiscal year, there having been no amount
applied pursuant to Rule 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940) multiplied by 1/33 of 1%
(registration fee rate), yields $434,819 as the required registration fee for
this entity.
(5) Mutual European Fund equals $461,385,051 (aggregate sales
price of such securities sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2), less $31,317,324 (aggregate redemption
price of such securities redeemed during such fiscal year, there having been
no amount applied pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940) multiplied by 1/33 of
1% (registration fee rate), yields $130,324 as the required registration fee
for this entity. The total required registration fee equals $1,498,453 the
sum of the fees for 1, 2, 3, 4 and 5 above.
/S/ ELIZABETH N. COHERNOUR
Elizabeth N. Cohernour
Secretary
Franklin Mutual Series Fund Inc.
LAW OFFICES
MILES & STOCKBRIDGE
A PROFESSIONAL CORPORATION
10 LIGHT STREET
BALTIMORE, MARYLAND 21202-1487
TELEPHONE 410-727-6464
FAX 410-385-3700
February 25, 1997
Franklin Mutual Series Fund Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Ladies and Gentlemen:
We have examined the Charter of Franklin Mutual Series Fund Inc. (the
"Company") as certified by the State Department of Assessments and Taxation
of the State of Maryland (the "SDAT"), as having been filed with the SDAT as
of December 23, 1996, together with minutes of certain proceedings of and
resolutions adopted by unanimous written consent of the Company's Board of
Directors that you have supplied to us. We also have relied on
representations of the Company's management in respect of the sale and
issuance by the Company of 265,492,509 shares of the Company's Mutual Series
Fund stock.
Based upon the foregoing, we are of the opinion that all necessary
corporate action was taken to authorize the issuance, sale and delivery,
during the period January 1, 1996 through December 31, 1996, of a total of
265,492,509 shares of the Company's Mutual Series Fund Stock, par value $.001
per share, and that all of such shares of capital stock were legally issued,
and are fully paid and non-assessable.
We are admitted to practice under the laws of the State of Maryland and
we express no opinion as to the laws of any jurisdiction other than the laws
of the State of Maryland. This opinion is being furnished to you solely for
your benefit and may not be relied upon by any other person. We hereby
consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Company's Rule 24f-2 Notice
pursuant to the Investment Company Act of 1940.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By: /s/ John B. Frisch
Principal
