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 Value Investors Trust
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:
Franklin Balance Sheet Investment Fund
3. Investment Company Act File Number: 811-5878
Securities Act File Number: 33-31326
4. Last day of fiscal year for which this notice is filed: 10/31/95
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):
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:
10,449,616 shares ($258,077,262)
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
10,449,616 shares ($258,077,262)
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): n/a
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): $258,077,262
(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 - $40,743,269
applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2 + -0-
(if applicable):
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less line $ 217,333,993
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law x .00034483
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $74,943
line (vii)]:
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).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 12/22/95
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 12/21/95
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
December 15, 1995
Franklin Value Investors Trust
777 Mariners Island Boulevard
San Mateo, CA 94404
Re: Franklin Value Investors Trust
Gentlemen:
You have requested our opinion with respect to the shares of
beneficial interest sold by Franklin Value Investors Trust (the "Fund") during
its fiscal year ended October 31, 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 10,449,616 shares were sold by the
Fund during said fiscal year, all of which 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
beneficial interest of the Fund sold and issued by the Fund during its fiscal
year ended October 31, 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/pj
149067.1
