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 International 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 Pacific Growth Fund
Franklin International Equity Fund
3. Investment Company Act File Number: 811-6336
Securities Act File Number: 33-41340
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:
6,074,118 shares ($83,050,608)
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
6,074,118 shares ($83,050,608)
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): $83,050,608
(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): - $90,523,729
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to + 0
rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus $0
line (ii), less line (iii), plus line
(iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) x .00034483
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
(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
Assistant Secretary
Date 12/27/95
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8024
December 27, 1995
Franklin International Trust
777 Mariners Island Boulevard
San Mateo, California 94404
Re: Franklin International Trust
Gentlemen:
We have examined the Agreement and Declaration of Trust of
Franklin International Trust ("Fund"), a Delaware Business Trust,
the Bylaws of the Fund, its form of Share Certificate, and the
various pertinent Trust proceedings we deem material. We have
also examined the Notification of Registration and the
Registration Statements filed under the Investment Company Act of
1940 ("Investment Company Act") and the Securities Act of 1933
("Securities Act"), all as amended to date, as well as other
items we deem material to this opinion.
You have advised us that the Fund is about to file, pursuant
to the provisions of Rule 24f-2 under the Investment Company Act,
a Notice for the purpose of registering under the Securities Act
the 6,074,118 shares sold by the Fund pursuant to Rule 24f-2
during its fiscal year ended October 31, 1995. You have informed
us that the shares were sold in accordance with the Fund's usual
method of distributing its shares whereby currently effective
prospectuses are made available for delivery to offerees and
purchasers of shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, it is
our opinion that the 6,074,118 shares of beneficial interest in
the Fund sold between November 1, 1994 and October 31, 1995
pursuant to Rule 24f-2 have been duly and validly issued and are
fully-paid, non-assessable, legally outstanding shares of capital
stock of the Fund.
We hereby consent to the use of this opinion as an exhibit
to the Notice under Rule 24f-2 of the Act, 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/ Mark H. Plafker
Mark H. Plafker
MHP:nlk
7282.1
