FRANKLIN/TEMPLETON GROUP OF
FUNDS
777 Mariners Island
Boulevard
San Mateo, California 94404
August 29, 1995
Filed Via EDGAR (CIK #0000083297)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Equity Fund
File No. 2-10103
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, Franklin Equity Fund (the "Fund") hereby files its
Rule 24f-2 Notice for the fiscal year ended June 30, 1995
(the "Fiscal Year"). As shown on the attached calculation,
no registration fee is payable.
At the beginning of the Fiscal Year, the Fund had
13,315,780 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 9,560,165
shares of common stock other than pursuant to Rule 24f-2
and sold a total of 23,887,553 shares. 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 nonassessable.
Sincerely,
FRANKLIN EQUITY FUND
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice for Franklin Equity Fund
The calculation pursuant to subsection (c) of Rule 24f-2 of
the fee in connection with the shares sold in reliance upon
Rule 24f2 is as follows:
Aggregate sales price of
securities
sold in reliance upon Rule 24f-2
during Fiscal Year $157,228,521
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $179,156,826*
(2) the aggregate redemption/
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 $179,156,826
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 $157,228,521 is being applied to offset sales.
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
August 28, 1995
Franklin Equity Fund
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to
the shares of common stock sold by Franklin Equity Fund
(the "Fund") during its fiscal year ended June 30, 1995,
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 23,887,553
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 common stock of the
Fund sold and issued by the Fund during its fiscal year
ended June 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
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/lad
