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United States securities and exchange commission logo





                               October 4, 2021

       Craig S. Tyle
       General Counsel
       Franklin Holdings, LLC
       One Franklin Parkway
       San Mateo, CA 94403-1906

                                                        Re: Franklin Holdings
Trust
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted September
7, 2021
                                                            CIK No. 0001858258

       Dear Mr. Tyle:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your response
to our prior comment 13 and reissue in part. Please revise the
                                                        cover page to state
clearly, if true, that your shareholders have no voting rights.
       Prospectus Summary, page 6

   2.                                                   We note your response
to our prior comment 7. Please revise the Prospectus Summary to
                                                        include a brief
discussion of the conflicts of interest inherent in the Fund   s structure, and
a
                                                        cross reference to the
related risk factor disclosure.
 Craig S. Tyle
Franklin Holdings, LLC
October 4, 2021
Page 2
Overview of the Gold Industry
The LBMA Responsible Sourcing Programme, page 17

3.       We note your response to our prior comment 6 and reissue in part.
Please discuss the size
         of the gold market that conforms to the mandatory LBMA program in
terms of the total
         size of the market, not only in terms of recent new gold production.
If available, provide
         more recent than 2017 statistics related to gold production. In
addition to discussing the
         LBMA standards, also discuss what responsible sourcing requirements
are found in other
         major gold markets.
4.       We note your response to our prior comment 9. Please expand your
disclosure related to
         the Responsible Sourcing Programme to address the following:
             Describe in greater detail the recycling requirements and any
environmental, social,
             and governance metric adherence requirements;
             Further explain how compliance with the various aspects of the
Responsible Sourcing
             Programme are enforced; and
             Disclose who may perform LBMA Good Delivery refinery annual
audits, and discuss
             the requirements for being such an auditor.

       You may contact David Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with
any other
questions.



FirstName LastNameCraig S. Tyle                               Sincerely,
Comapany NameFranklin Holdings, LLC
                                                              Division of
Corporation Finance
October 4, 2021 Page 2                                        Office of Finance
FirstName LastName
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