FRANKLIN TEMPLETON GROUP 777 Mariners Island Boulevard San Mateo, California 94404 August 7, 1996 Filed Via EDGAR (CIK #0000038721) Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: FRANKLIN CUSTODIAN FUNDS, INC. ("Fund") File Nos. 2-11346 & 811-537 Ladies and Gentlemen: On behalf of the above-referenced Registrant and pursuant to Rule 477 of the Securities Act of 1933, as amended, we desire to withdraw, and hereby request that the Commission withdraw, Post-Effective Amendment No. 73 to the Registrant's Registration Statement on Form N-1A (the "Amendment"). The Amendment was filed with the Commission on July 19, 1996 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, for the purpose of incorporating certain changes to the Fund's prospectuses and statement of additional information, and to add an additional class of shares, Class II shares, to the DynaTech Series, a series of the Fund. The Fund believes that withdrawal of the Amendment would be consistent with the public interest and the protection of investors since the Fund has delayed the implementation of these changes, including adding the additional class of shares to the DynaTech Series, until some time after August 15, 1996, the date the Amendment would become effective were it not withdrawn. Sincerely yours, FRANKLIN CUSTODIAN FUNDS, INC. /s/ Larry L. Greene Senior Corporate Counsel LLG:ca cc: Brian E. Lorenz, Esq.