FRANKLIN/TEMPLETON GROUP OF
FUNDS
777 Mariners Island
Boulevard
San Mateo, California 94404
August 29, 1995
Filed Via EDGAR (CIK #0000936373)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Franklin Templeton Money Fund
Trust File No. 33-88924
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, Franklin Templeton Money Fund Trust (the "Fund")
hereby files its initial Rule 24f-2 Notice for the
fiscal year ended June 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 150,921 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,
FRANKLIN TEMPLETON MONEY FUND TRUST
/s/ Larry L. Greene
Larry L. Greene
Assistant Secretary
1/ Footnote to Rule 24f-2 Notice for Franklin Templeton
Money Fund Trust.
The calculation pursuant to subsection (c) of Rule 24f-2 of
the fee in connection with the shares sold in reliance upon
Rule 24f2 is as follows:
Aggregate sales price of
securities
sold in reliance upon Rule 24f-2
during Fiscal Year $150,921
Less: the difference between:
(1) the aggregate redemption/
repurchase price of Fund
shares redeemed or repur-
chased during the Fiscal
Year and -0-
(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
1940 -0- $0
Aggregate sales price on which
fee will be based $150,921
Divided by:
Rate of fee pursuant to Section
6(b) of Securities Act of 1933 2900
Fee payable $52
Stradley Ronon Stevens & Young
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial:
(215) 564-8101
August 28, 1995
Franklin/Templeton Money Fund Trust
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/Templeton Money Fund Trust (the "Fund") during its
fiscal year ended June 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 150,921 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 shares of beneficial interest of the Fund
sold and issued by the Fund during its fiscal year ended
June 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
ACT/lad
