U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Franklin Equity Fund
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
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2. Name of each series or class of funds for which this notice is filed:
Franklin Equity Fund - Class I
Franklin Equity Fund - Class II
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3. Investment Company Act File Number: 811-334
Securities Act File Number: 2-10103
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4. Last day of fiscal year for which this notice is filed: 6/30/96
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): n/a
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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: 22,875,945 shares
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: 3,494,404 shares
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9. Number and aggregate sale price of securities sold during the fiscal year:
13,807,000 shares ($106,261,513)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
12,758,012 shares ($99,037,401)
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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): Not Applicable
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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):
$99,037,401
(ii) Aggregate price of shares issued
in connection with dividend reinvestment
plans (from Item 11, if applicable): + n/a
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): -99,037,401
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), + n/a plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): -0-
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: x 1/2900
-0-
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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:
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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/ Larry L. Greene
Assistant Secretary
Date 8/28/96
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8101
August 26, 1996
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, 1996, 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 13,807,000 shares were sold by the Fund during said
fiscal year, of which, 12,758,012 shares 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, 1996, 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
