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Stradley Ronon Stevens & Young, LLP
Suite 2600
2005 Market Street
Philadelphia, PA 19103-7018
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
July 15, 2016
VIA EDGAR TRANSMISSION
Filing Desk
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: Franklin Federal Tax-Free Income Fund
File Nos.: 002-75925 and 811-03395
Dear Sir or Madam:
In connection with the registration by Franklin Federal Tax-Free Income Fund (the “Registrant”), an investment company registered under the Investment Company Act of 1940, as amended, of an indefinite number of its securities under the Securities Act of 1933, as amended (“1933 Act”), we are transmitting herewith the Registrant’s registration statement on Form N-14 (“Registration Statement”). This Registration Statement is being filed to register Class A, Class C and Advisor Class shares of the Registrant, that will be issued to shareholders of the Franklin Insured Tax-Free Income Fund (the “Insured Tax-Free Fund”), in connection with a transfer of substantially all of the assets of the Insured Tax-Free Fund to the Registrant, pursuant to an Agreement and Plan of Reorganization included in the Registration Statement that will be voted on by shareholders of the Insured Tax-Free Fund at a meeting of shareholders.
Pursuant to Rule 488 under the 1933 Act, the Registrant hereby proposes that the Registration Statement become effective on September 1, 2016. Upon effectiveness, the Registrant intends to make a Rule 485(b) amendment to the Registration Statement in order to incorporate by reference to the definitive versions of the prospectus and statement of additional information dated September 1, 2016 of the Registrant and to make other non-material changes. The Registrant has previously registered an indefinite number of its shares under the 1933 Act pursuant to an election under Rule 24f-2. No filing fee is, therefore, due at this time.
If you have any questions or comments regarding this filing, please telephone me at (215) 564-8149, or in my absence, please contact Amy Smith at (215) 564-8104.
Very truly yours,
/s/ Kenneth L. Greenberg
Kenneth L. Greenberg, Esq.
Philadelphia l Washington l New York l Chicago
A Pennsylvania Limited Liability Partnership