TEMPLETON FUNDS INC
N14EL24/A, 1996-02-09
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                                   Law Offices

                      STRADLEY, RONON, STEVENS & YOUNG, LLP

                            2600 One Commerce Square
                      Philadelphia, Pennsylvania 19103-7098
                                 (215) 564-8000






Direct Dial: (215) 564-8115


                                                 February 9, 1996


VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


         Re:      Templeton Funds, Inc.
                  File No. 2-60067
                  CIK No. 0000225930
                  CCC No. @surj7st

Dear Sir/Madam:

                  Included for filing under the Securities Act of 1933
(the "Act") is Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-14 of Templeton Funds, Inc. (the "Fund").

         This amendment is being filed to remove the Fund's earlier request that
the  Registration  Statement become effective on February 11, 1996 in accordance
with Rule 488 under the Act,  and to include a request  delaying  the  effective
date of this Registration Statement pursuant to Rule 473 under the Act.

                  Questions  related to this filing  should be directed to me at
the telephone number above or in my absence to Michael P.O'Hare, Esquire at 
(215) 564-8198.

                                                     Very truly yours,

                                                     /s/BRUCE G. LETO
                                                   
                                                     Bruce G. Leto

BGL:cdj
Enclosures

cc:  Richard Pfordte



<PAGE>



                                                          File No. 2-60067

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-14
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
                          Pre-Effective Amendment No. 1
                          Post-Effective Amendment No.
                        (Check appropriate box or boxes)

                              TEMPLETON FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)

                                 (800) 237-0738
                        (Area Code and Telephone Number)

                700 CENTRAL AVENUE, ST. PETERSBURG, FL 33701-3628
                     (Address of Principal Executive Offices
                     Number, Street, City, State, Zip Code)

                          THOMAS M. MISTELE, SECRETARY
                               700 CENTRAL AVENUE
                          ST. PETERSBURG, FL 33701-3628
                     (Name and Address of Agent for Service,
                     Number, Street, City, State, Zip Code)

                                   Copies to:

                            MARK H. PLAFKER, ESQUIRE
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                            2600 ONE COMMERCE SQUARE
                             PHILADELPHIA, PA 19103

            Approximate Date of Proposed Public Offering: AS SOON AS
         PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
                        UNDER THE SECURITIES ACT OF 1933.

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933



NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES HAVE PREVIOUSLY
BEEN REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
A RULE 24F-2 NOTICE FOR THE  REGISTRANT'S  FISCAL YEAR ENDED AUGUST 31, 1995 WAS
FILED ON OCTOBER 30, 1995.

The Registrant hereby amends this registration statement on such dates as may be
necessary to delay its effective date until the Registrant  shall file a further
amendment which specifically states that this  Registration  Statement shall 
thereafter  become effective in accordance  with  section  8(a) of the  
Securities  Act of 1933  or  until  this registration  statement  shall become
effective on such date as the Commission, acting pursuant to such section 8(a),
may determine.




<PAGE>



This  Pre-Effective  Amendment  is being filed to remove the legend on the cover
page that requested that the Registration Statement became effective on February
11, 1996 pursuant to Rule 488 under the Securities Act of 1933 (the "Act"),  and
to include a request delaying the effective date of this Registration  Statement
pursuant to Rule 473 under the Act.

The complete  text of this  Registration  Statement on Form N-14,  including the
Cross  Reference  Page,  Parts A, B, and C, and all Exhibits,  as filed with the
U.S.  Securities  and  Exchange  Commission  on  January  12,  1996,  is  hereby
incorporated by reference.



<PAGE>



                                                    SIGNATURES

         As required by the Securities Act of 1933, this Registration  Statement
has been signed on behalf of the Registrant, in the City of St. Petersburg,  and
the State of Florida, on the 9th day of February, 1996.

                                                     Templeton Funds, Inc.



                                                     By:
                                                              Mark G. Holowesko*
                                                              President

By:/S/THOMAS M. MISTELE
         Thomas M. Mistele
         (Attorney-in-fact)

         As required by the Securities Act of 1933, this Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>

SIGNATURE:                                           TITLE:                             DATE:
<S>                                                  <C>                                <C>       

                                                     President                          FEBRUARY 9, 1996
Mark G. Holowesko*                                   (Chief Executive Officer)


                                                     Director                           FEBRUARY 9, 1996
Charles B. Johnson*

                                                     Director                           FEBRUARY 9, 1996
Hasso-G von Diergardt-Naglo*

                                                     Director                           FEBRUARY 9, 1996
Betty P. Krahmer*

                                                     Director                           FEBRUARY 9, 1996
F. Bruce Clarke*

                                                     Director                           FEBRUARY 9, 1996
Fred R. Millsaps*

                                                     Director                           FEBRUARY 9, 1996
John Wm. Galbraith*


</TABLE>

<PAGE>



<TABLE>
<CAPTION>

SIGNATURE:                                           TITLE:                            DATE:
<S>                                                  <C>                                <C>       

                                                     Director                           FEBRUARY 9, 1996
Rupert H. Johnson, Jr.*

                                                     Director                           FEBRUARY 9, 1996
Harris J. Ashton*

                                                     Director                           FEBRUARY 9, 1996
S. Joseph Fortunato*

                                                     Director                           FEBRUARY 9, 1996
Andrew H. Hines, Jr.*

                                                     Director                           FEBRUARY 9, 1996
Gordon S. Macklin*

                                                     Director                           FEBRUARY 9, 1996
Nicholas F. Brady*

                                                     Treasurer                          FEBRUARY 9, 1996
James R. Baio*                                       (Chief Financial and
                                                     Accounting Officer)


</TABLE>

*By /S/THOMAS M. MISTELE
         Thomas M. Mistele
         (Attorney-in-Fact   Pursuant   to  Powers  of   Attorney   filed   with
         Post-Effective Amendment No. 21 to the Registration Statement on August
         19, 1992, Post-Effective Amendment No. 23 to the Registration Statement
         on  November  2,  1993,   Post-Effective   Amendment   No.  24  to  the
         Registration Statement on December 23, 1993,  Post-Effective  Amendment
         No.  25  to  the  Registration  Statement  on  December  30,  1994  and
         Post-Effective  Amendment  No.  27 to  the  Registration  Statement  on
         December 29, 1995).








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