U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Franklin Valuemark Funds
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
2. Name of each series or class of funds for which this
notice is filed:
Money Market Fund, Growth and Income Fund, Precious
Metals Fund, Real Estate Securities Fund, Utility Equity
Fund, High Income Fund, Global Income Fund, Investment
Grade Intermediate Bond Fund, Income Securities Fund, U.S.
Government Securities Fund, Zero Coupon Fund - 2000, Zero
Coupon Fund - 2005, Zero Coupon Fund - 2010, Adjustable
U.S. Government Fund, Rising Dividends Fund, Templeton
Pacific Growth Fund, Templeton International Equity Fund,
Templeton Developing Markets Equity Fund, Templeton Global
Growth Fund, Templeton Global Asset Allocation Fund,
Franklin Small Cap Fund
3. Investment Company Act File Number: 811-5583
Securities Act File Number: 33-23493
4. Last day of fiscal year for which this notice is filed:
12/31/95
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:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6): Not
applicable
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: -0-
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold
during the fiscal year:
-0-
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
-0-
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
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item $ -0-
10):
(ii) Aggregate price of shares issued
in connection with dividend + n/a
reinvestment plans (from Item 11,
if applicable):
(iii)Aggregate price of shares redeemed - -0-
or repurchased during the fiscal
year (if applicable):
(iv) Aggregate price of shares redeemed
or repurchased and previously + n/a
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable):
(v) Net aggregate price of securities
sold and issued during the fiscal $ -0-
year in reliance on rule 24f-2
[line (i), 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): x.00034483
(vii)Fee due [line (i) or line (v)
multiplied by
line (vii)]: $ -0-
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:
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
Larry L. Greene
Assistant Secretary
Date 2/27/96
