RULE 24F-2 NOTICE FOR TEMPLETON FUNDS, INC.
FILE NO. 2-60067
I. This Notice is filed on behalf of Templeton Funds, Inc.
(the "Company") for the fiscal year ended August 31,
1995.
II. None.
III. None.
IV. The Company sold 26,740,660 shares of the Templeton World Fund
series of its common stock and 300,849,243 shares of the
Templeton Foreign Fund series of its common stock during the
fiscal year.
V. The Company sold an aggregate of 327,589,903 shares
during the fiscal year ended August 31, 1995 in
reliance upon its registration of an indefinite amount
of shares pursuant to Rule 24f-2 for an actual
aggregate sales price of $3,198,576,180. During that
period, the Company redeemed an aggregate of
134,240,983 shares for an aggregate amount of
$1,417,344,262. Because this Notice is being filed
within 60 days of the end of the Company's fiscal year,
the Company's filing fee of $614,217.90 is based upon
the net sales amount of $1,781,231,918.1
An opinion of counsel stating that the shares sold during the fiscal
year ended August 31, 1995 were legally issued, fully paid and non-assessable
accompanies this Notice.
/s/ JAMES R. BAIO
Templeton Funds, Inc.
James R. Baio, Treasurer*
October 24, 1995
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1 $3,198,576,180 - $1,417,344,262 = $1,781,231,918
$1,781,231,918 X (1/29 X 1%) = $614,217.90
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Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 25, 1995
Templeton Funds, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Funds, Inc. (the "Company")
during the fiscal year ended August 31, 1995, we are familiar with
the registration of the Company under the Investment Company Act of
1940 (File No. 811-2781) and with the registration statement
relating to its shares of common stock (the "Shares") under the
Securities Act of 1933 (File No. 2-60067). We have also examined
such other corporate records, agreements, documents and instruments
as we deemed appropriate.
Based upon the foregoing, it is our opinion that the
327,589,903 Shares (representing 26,740,660 Shares of Templeton
World Fund and 300,849,243 Shares of Templeton Foreign Fund) sold
at the public offering price and delivered by the Company against
receipt of the net asset value of the Shares during the Company's
fiscal year ended August 31, 1995 were duly and validly authorized,
legally and validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion in connection
with the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 for the fiscal year ended August 31, 1995 to be filed
on behalf of the Company with the Securities and Exchange
Commission.
Sincerely,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
