FRANKLIN/TEMPLETON GROUP OF FUNDS
777 Mariners Island Boulevard
San Mateo, California 94404
June 27, 1995
Filed Via EDGAR (CIK #0000872625)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Strategic Series
File No. 33-39088
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Franklin Strategic Series (the "Fund") hereby files its Rule 24f-
2 Notice for the fiscal year ended April 30, 1995 (the "Fiscal
Year"). The registration fee, shown in the attached calculation,
has been transmitted via wire transfer to the Mellon Bank.
At the beginning of the Fiscal Year, the Fund did not have any
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 did not register shares of
beneficial interest other than pursuant to Rule 24f-2 and sold a
total of 9,131,947 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 non-assessable.
Sincerely yours,
FRANKLIN STRATEGIC SERIES
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/Footnote to Rule 24f-2 Notice for Franklin Strategic Series
The calculation pursuant to subsection (c) of Rule 24f-2 of the fee
in connection with the shares sold in reliance upon Rule 24f-2 is
as follows:
Aggregate sales price of securities sold in
reliance upon Rule 24f-2 during Fiscal Year $113,643,051
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and $72,197,329
(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 -0- $72,197,329
Aggregate sales price on which fee
will be based $41,445,722
Divided by:
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 2900
Fee payable $14,292
Stradley Ronon Stevens and Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
June 27, 1995
Franklin Strategic Series
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
You have requested our opinion with respect to the
shares of beneficial interest sold by Franklin Strategic Series
(the "Fund") during its fiscal year ended April 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 9,131,947 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 9,131,947 shares of beneficial interest of the Fund sold
and issued by the Fund during its fiscal year ended April 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
