TEMPLETON FUNDS INC, 485BPOS, 1996-12-27

TEMPLETON FUNDS INC
485BPOS, 1996-12-27

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Registration No. 2-60067

As filed with the Securities and Exchange Commission on December 27, 1996

=============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No.

Post-Effective Amendment No. 28 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 29 X

(Check appropriate box or boxes)

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

700 CENTRAL AVENUE, P.O. BOX 33030, ST. PETERSBURG, FLORIDA 33733-8030
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: (813) 823-8712

John K. Carter
700 Central Avenue
P.O. Box 33030
ST. PETERSBURG, FLORIDA 33733-8030
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b) of Rule 485

X on JANUARY 1, 1997 pursuant to paragraph (b) of Rule 485

60 days after filing pursuant to paragraph (a)(1) of Rule 485

on pursuant to paragraph (a)(1) of Rule 485

75 days after filing pursuant to paragraph (a)(2) of Rule 485

on pursuant to paragraph (a)(2) of Rule 485

this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

- --------------------------------------------------------------------------

The Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and filed its Rule 24f-2 Notice for the fiscal
year ended August 31, 1996 on October 30, 1996.

PAGE

TEMPLETON FUNDS, INC.
CROSS-REFERENCE SHEET

FORM N-1A

PART A

N-1A LOCATION IN
ITEM NO. ITEM REGISTRATION STATEMENT
<S> <C> <C>
1 Cover page Cover Page

2 Synopsis Expense Summary

3 Condensed Financial "Financial Highlights";
Information "How Do the Funds
Measure Performance?"

4 General Description "How Is the Fund Organized?";
of Registrant "How Do the Funds Invest Their Assets?";
"What Are the Funds' Potential Risks?"

5 Management of the Fund "Who Manages the Funds?"

5A Management's Discussion Contained in Registrant's Annual
of Fund Performance Report to Shareholders

6 Capital Stock and Other "How Are the Funds Organized?"; "Services
Securities to Help You Manage Your Account"; "What
Distributions Might I Received From the
Funds?"; "How Taxation Affects You and the
Funds?"

7 Purchase of Securities "How Do I Buy Shares?"; "May I Exchange
Being Offered Shares for Shares of Another Fund?";
"Transaction Procedures and Special
Requirements"; "Services to Help You Manage
Your Account"; "Who Manages the Funds?" "Useful
Terms and Definitions"

8 Redemption or Repurchase "May I Exchange Shares for Shares of Another
Fund?"; "How Do I Sell Shares?"; "Transaction
Procedures and Special Requirements"; "Services
to Help You Manage Your Account"

9 Pending Legal Procedures Not Applicable

</TABLE>

PAGE

TEMPLETON FUNDS, INC.
CROSS-REFERENCE SHEET

FORM N-1A

PART B

N-1A LOCATION IN
ITEM NO. ITEM REGISTRATION STATEMENT
<S> <C> <C>
10 Cover Page Cover Page

11 Table of Contents Table of Contents

12 General Information and Not Applicable
History

13 Investment Objectives and "How Do the Funds Invest Their Assets?";
Policies "Investment Restrictions"; "What Are the
Funds' Potential Risks?"

14 Management of the "Officers and Directors"; "Investment
Registrant Advisory and Other Services"

15 Control Persons and "Officers and Directors"; "Investment
Principal Holders of Advisory and Other Services"; "Miscellaneous
Securities Information?"

16 Investment Advisory and "Investment Advisory and Other Services";
Other Services "The Funds' Underwriter"

17 Brokerage Allocation and "How Do the Funds Buy Securities
Other Practices For Their Portfolio?"

18 Capital Stock and Other "Miscellaneous Information"; See Prospectus
Securities "How Is The Fund Organized?"

19 Purchase, Redemption and "How Do I Buy, Sell and Exchange Shares?";
Pricing of Securities "How Are Fund Shares Valued?";
Being Offered "Financial Statements"

20 Tax Status "Additional Information on Distributions
and Taxes"

21 Underwriters "The Funds' Underwriter"

22 Calculation of Performance "How Do the Funds Measure Performance?"
Data
23 Financial Statements Financial Statements

</TABLE>

PAGE

PART A
PROSPECTUS
TEMPLETON WORLD FUND

PAGE

PROSPECTUS

& APPLICATION

LOGO

TEMPLETON

WORLD FUND

--------------------------------------------------
JANUARY 1, 1997

INVESTMENT STRATEGY
GLOBAL GROWTH

LOGO
- --------------------------------------------------------------------------------

This prospectus describes Templeton World Fund (the "Fund"). It contains
information you should know before investing in the Fund. Please keep it
for future reference.

The Fund's SAI, dated January 1, 1997, as may be amended from time to
time, includes more information about the Fund's procedures and policies.
It has been filed with the SEC and is incorporated by reference into this
prospectus. For a free copy or a larger print version of this prospectus,
call 1-800/DIAL BEN or write the Fund at the address shown.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY OF THE U.S. GOVERNMENT. SHARES OF THE FUND INVOLVE INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR

ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PAGE

TEMPLETON

WORLD FUND

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This prospectus is not an offering of the securities herein

described in any state in which the offering is not authorized.

No sales representative, dealer, or other person is

authorized to give any information or make any representations

other than those contained in this prospectus. Further

information may be obtained from Distributors.

----------------------------------------------------------

When reading this prospectus, you will see

certain terms beginning with capital letters.

This means the term is explained

in our glossary section.

PAGE

<TABLE>
<S> <C> <C>
TABLE OF CONTENTS
ABOUT THE FUND
Expense Summary ....................2
Financial
Highlights ................... 4
How Does the Fund Invest Its
Assets? ....... 5
What Are the Fund's Potential
Risks? ........ 8
Who Manages the
Fund? ................ 11
How Does the Fund Measure
Performance? .... 14
How Is the Fund
Organized? ............. 14
How Taxation Affects You and the
Fund ...... 15
ABOUT YOUR ACCOUNT
How Do I Buy
Shares? ................ 16
May I Exchange Shares for Shares of
Another Fund? .. 22
How Do I Sell
Shares? ................. 26
TEMPLETON What Distributions Might I Receive
WORLD FUND From the Fund? .. 28
- ------------------------ Transaction Procedures and Special
January 1, 1997 Requirements ... 29
Services to Help You Manage Your
700 Central Avenue Account ...... 34
St. Petersburg, Florida GLOSSARY
33701 Useful Terms and
1-800/DIAL BEN Definitions ............... 37
</TABLE>

PAGE

ABOUT THE FUND

EXPENSE SUMMARY

This table is designed to help you understand the costs of investing in the
Fund. It is based on the historical expenses of each class for the fiscal year
ended August 31, 1997. Your actual expenses may vary.

<TABLE>
<S> <C> <C> <C> <C>
Class Class
A. Shareholder Transaction Expenses(+) I II
Maximum Sales Charge
(as a percentage of Offering Price) 5.75% 1.99%
Paid at time of purchase 5.75%(++) 1.00%(+++)
Paid at redemption(++++) NONE 0.99%
Exchange Fee (per transaction) $5.00* $5.00*
B. Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.62% 0.62%
Rule 12b-1 Fees 0.19%** 1.00%**
Other Expenses 0.22% 0.22%
----- -----
Total Fund Operating Expenses 1.03% 1.84%
----- -----
C. Example
</TABLE>

Assume the annual return for each class is 5% and operating expenses are as
described above. For each $1,000 investment, you would pay the following
projected expenses if you sold your shares after the number of years shown.

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
-------------------------------------------------------------------
CLASS I $67*** $88 $111 $176
CLASS II $39 $67 $109 $224
</TABLE>

For the same Class II investment, you would pay projected expenses of $29
if you did not sell your shares at the end of the first year. Your projected
expenses for the remaining periods would be the same.

THIS IS JUST AN EXAMPLE. IT DOES NOT REPRESENT PAST OR FUTURE EXPENSES OR
RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
The Fund pays its operating expenses. The effects of these expenses are
reflected in the Net Asset Value or dividends of each class and are not
directly charged to your account.

(+)If your transaction is processed through your Securities Dealer you may be
charged a fee by your Securities Dealer for this service.

(++)There is no front-end sales charge if you invest $1 million or more in Class
I shares.

(+++)Although Class II has a lower front-end sales charge than Class I, its Rule
12b-1 fees are higher. Over time you may pay more for Class II shares. Please
see "How Do I Buy Shares? - Deciding Which Class to Buy."

- Templeton World Fund

PAGE

(++++)A Contingent Deferred Sales Charge may apply to any Class II purchase if
you sell the shares within 18 months and to Class I purchases of $1 million or
more if you sell the shares within one year. The charge is 1% of the value of
the shares sold or the Net Asset Value at the time of purchase, whichever is
less. The number in the table shows the charge as a percentage of Offering
Price. While the percentage is different depending on whether the charge is
shown based on the Net Asset Value or the Offering Price, the dollar amount
paid by you would be the same. See "How Do I Sell Shares? - Contingent Deferred
Sales Charge" for details.

*$5.00 fee is only for Market Timers. We process all other exchanges without a
fee.

**These fees may not exceed 0.25% for Class I. The combination of front-end
sales charges and Rule 12b-1 fees could cause long-term shareholders to pay
more than the economic equivalent of the maximum front-end sales charge
permitted under the NASD's rules.

***Assumes a Contingent Deferred Sales Charge will not apply.

Templeton World Fund -

PAGE

FINANCIAL HIGHLIGHTS

This table summarizes the Fund's financial history. The information has been
audited by McGladrey & Pullen LLP, the Fund's independent auditors. Their audit
report covering each of the most recent five years appears in the Fund's Annual
Report to Shareholders for the fiscal year ended August 31, 1996. The Annual
Report to Shareholders also includes more information about the Fund's
performance. For a free copy, please call Fund Information.

Class I Shares

<TABLE>
<CAPTION>
Year
Ended
August 31 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------
Per Share Operating
Performance
(For a share outstanding throughout
the year)
Net asset value, beginning
of year $ 16.76 $ 17.06 $ 15.94 $ 14.42 $ 15.05 $ 14.70 $ 17.30 $ 14.43 $ 19.05 $ 16.59
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment
income .41 .33 .26 .30 .41 .46 .53 .54 .47 .40
Net realized and
unrealized gain
(loss) 1.29 1.11 2.50 2.81 .67 1.16 (2.04) 3.31 (2.53) 3.78
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total from
investment
operations 1.70 1.44 2.76 3.11 1.08 1.62 (1.51) 3.85 (2.06) 4.18
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Distributions:
Dividends from
net investment
income (.37) (.28) (.26) (.38) (.42) (.52) (.56) (.38) (.61) (.44)
Distributions
from net
realized
gains (1.88) (1.46) (1.38) (1.21) (1.29) (.75) (.53) (.60) (1.95) (1.28)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total
distributions (2.25) (1.74) (1.64) (1.59) (1.71) (1.27) (1.09) (.98) (2.56) (1.72)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Change in
net asset
value (.55) (.30) 1.12 1.52 (.63) .35 (2.60) 2.87 (4.62) 2.46
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset
value,
end of
year $ 16.21 $ 16.76 $ 17.06 $ 15.94 $ 14.42 $ 15.05 $ 14.70 $ 17.30 $ 14.43 $ 19.05
========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
Total
Return* 11.73% 9.87% 18.87% 24.71% 8.13% 12.95% (9.39)% 28.30% (8.79)% 28.54%
Ratios/Supplemental
Data
Net assets,
end of
year
(000) $6,483,146 $5,868,967 $5,421,691 $4,621,124 $4,046,706 $4,129,635 $4,072,639 $4,728,104 $3,844,126 $4,478,488
Ratio of
expenses
to average
net
assets 1.03% 1.05% 1.04% 1.02% .86% .72% .69% .69% .68% .67%
Ratio of
net investment
income to
average net
assets 2.66% 2.18% 1.67% 2.13% 2.76% 3.23% 3.28% 3.54% 3.06% 2.48%
Portfolio
turnover
rate 22.05% 34.05% 30.77% 25.86% 26.60% 22.90% 19.90% 15.56% 20.45% 23.37%
Average
commission
rate paid
(per
share) $ .0130
</TABLE>

*Total Return does not reflect sales commissions.

- Templeton World Fund

PAGE

Class II Shares

<TABLE>
<CAPTION>
Year Ended August 31 1996 1995(1)
<S> <C> <C>
- ---------------------------------------------------------------------------------
Per Share Operating Performance
(For a share outstanding throughout the period)
Net asset value, beginning of period $ 16.71 $15.36
------- ------
Income from investment operations:
Net investment income .45 .03
Net realized and unrealized gain 1.11 1.32
------- ------
Total from investment operations 1.56 1.35
------- ------
Distributions:
Dividends from net investment income (.35) --
Distributions from net realized gains (1.88) --
------- ------
Total distributions (2.23) --
------- ------
Change in net asset value (.67) 1.35
------- ------
Net asset value, end of period $ 16.04 $16.71
======= ======
Total Return* 10.88% 8.79%
Ratios/Supplemental Data
Net assets, end of period (000) $58,619 $7,623
Ratio of expenses to average net assets 1.84% 1.82%**
Ratio of net investment income to average net assets 2.14% 1.37%**
Portfolio turnover rate 22.05% 34.05%
Average commission rate paid (per share) $ .0130
</TABLE>

(1)For the period May 1, 1995 (commencement of sales) through August 31, 1995.

*Total Return does not reflect sales commissions or the contingent deferred
sales charge. Not annualized for periods less than one year.

**Annualized.

HOW DOES THE FUND INVEST ITS ASSETS?

The Fund's Investment Objective

The Fund's investment objective is long-term capital growth, which it seeks to
achieve through a flexible policy of investing in stocks and debt obligations of
companies and governments of any nation. Any income realized will be
incidental. The objective is a fundamental policy of the Fund and may not be
changed without shareholder approval. Of course, there is no assurance that the
Fund's objective will be achieved.

Although the Fund generally invests in common stock, it may also invest in
preferred stocks and certain debt securities (which may include structured
investments, as described in the SAI under "How Does the Fund Invest Its
Assets? - Structured Investments"), rated or unrated, such as convertible bonds
and bonds selling at a discount. Under normal market conditions, the Fund will
invest at least 65% of its total assets in issuers domiciled in at least three
different nations (one of which may be the U.S.). Whenever, in the judgment of
TGAL, market or economic conditions warrant, the Fund may, for temporary
defensive purposes, invest without limit in U.S. government securities, bank
time deposits in the currency of any major nation and commercial paper meeting
the

Templeton World Fund -

PAGE

quality ratings set forth under "How Does the Fund Invest Its Assets?" in the
SAI, and purchase from banks or broker-dealers Canadian or U.S. government
securities with a simultaneous agreement by the seller to repurchase them within
no more than seven days at the original purchase price plus accrued interest.

The Fund may invest no more than 5% of its total assets in securities issued by
any one company or government, exclusive of U.S. government securities.
Although the Fund may invest up to 25% of its assets in a single industry, it
has no present intention of doing so. The Fund may not invest more than 5% of
its assets in warrants (exclusive of warrants acquired in units or attached to
securities) nor more than 10% of its assets in securities with a limited trading
market. The Investment Objective and Policies described above, as well as most
of the Investment Restrictions described in the SAI, cannot be changed without
shareholder approval. The Fund invests for long-term growth of capital and does
not intend to place emphasis upon short-term trading profits. Accordingly, the
Fund expects to have a portfolio turnover rate of less than 50%.

The Fund may also purchase and sell stock index futures contracts up to an
aggregate amount not exceeding 20% of its total assets. In addition, in order to
increase its return or to hedge all or a portion of its portfolio investments,
the Fund may purchase and sell put and call options on securities indices. These
investment techniques are described below and under the heading "How Does the
Fund Invest Its Assets?" in the SAI.

Types of Securities in Which the Fund May Invest

The Fund is authorized to use the various securities and investment techniques
described below. Although these strategies are regularly used by some investment
companies and other institutional investors in various markets, some of these
strategies cannot at the present time be used to a significant extent by the
Fund in some of the markets in which the Fund will invest and may not be
available for extensive use in the future.

Repurchase Agreements. When the Fund acquires a security from a U.S. bank or a
registered broker-dealer, it may simultaneously enter into a repurchase
agreement, wherein the seller agrees to repurchase the security at a specified
time and price. The repurchase price is in excess of the purchase price by an
amount which reflects an agreed-upon rate of return, which is not tied to the
coupon rate of the underlying security. Under the 1940 Act, repurchase
agreements are considered to be loans collateralized by the underlying security
and therefore will be fully collateralized. However, if the seller should
default on its obligation to repurchase the underlying security, the Fund may
experience delay or difficulty in exercising its rights to realize upon the
security and might incur a loss if the

- Templeton World Fund

PAGE

value of the security declines, as well as incur disposition costs in
liquidating the security.

Options on Indices. The Fund may purchase and write (i.e., sell) put and call
options on securities indices that are traded on U.S. and foreign exchanges or
in the over-the-counter markets. An option on a securities index permits the
purchaser of the option, in return for the premium paid, the right to receive
from the seller cash equal to the difference between the closing price of the
index and the exercise price of the option. The Fund may write a put or call
option only if the option is "covered." This means that, so long as the Fund is
obligated as the writer of an option, it will maintain with its custodian cash
or cash equivalents equal to the contract value (in the case of call options) or
exercise price (in the case of put options). The Fund will not purchase put or
call options if the aggregate premium paid for such options would exceed 5% of
its total assets.

Stock Index Futures Contracts. For hedging purposes only, the Fund may purchase
and sell stock index futures contracts up to an aggregate amount not exceeding
20% of its total assets. A stock index futures contract is a bilateral
agreement under which two parties agree to take or make delivery of an amount
of cash based on the difference between the value of a stock index at the
beginning and at the end of the contract period. When the Fund enters into a
stock index futures contract, it must make an initial deposit, known as "initial
margin," as a partial guarantee of its performance under the contract. As the
value of the stock index fluctuates, either party to the contract is required to
make additional margin deposits, known as "variation margin," to cover any
additional obligation it may have under the contract. In addition, when the
Fund enters into a futures contract, it will segregate assets or "cover" its
position in accordance with the 1940 Act. See "How Does the Fund Invest Its
Assets? - Stock Index Futures Contracts" in the SAI. The Fund may not at any
time commit more than 5% of its total assets to initial margin deposits on
futures contracts.

Loans of Portfolio Securities. The Fund may lend to banks and broker-dealers
portfolio securities with an aggregate market value of up to one-third of its
total assets. Such loans must be secured by collateral (consisting of any
combination of cash, U.S. government securities or irrevocable letters of
credit) in an amount at least equal (on a daily marked-to-market basis) to the
current market value of the securities loaned. The Fund may terminate the loans
at any time and obtain the return of the securities loaned within five business
days. The Fund will continue to receive any interest or dividends paid on the
loaned securities and will continue to retain any voting rights with respect to
the securities.

Templeton World Fund -

PAGE

Depositary Receipts. The Fund may purchase sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs") (collectively, "depositary receipts"). ADRs are
depositary receipts typically used by a U.S. bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
EDRs and GDRs are typically issued by foreign banks or trust companies,
although they also may be issued by U.S. banks or trust companies, and evidence
ownership of underlying securities issued by either a foreign or a U.S.
corporation. Generally, depositary receipts in registered form are designed for
use in the U.S. securities market and depositary receipts in bearer form are
designed for use in securities markets outside the U.S. Depositary receipts may
not necessarily be denominated in the same currency as the underlying securities
into which they may be converted. Depositary receipts may be issued pursuant to
sponsored or unsponsored programs. In sponsored programs, an issuer has made
arrangements to have its securities traded in the form of depositary receipts.
In unsponsored programs, the issuer may not be directly involved in the
creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, in some cases it may
be easier to obtain financial information from an issuer that has participated
in the creation of a sponsored program. Accordingly, there may be less
information available regarding issuers of securities underlying unsponsored
programs and there may not be a correlation between such information and the
market value of the depositary receipts. Depositary receipts also involve the
risks of other investments in foreign securities, as discussed below. For
purposes of the Fund's investment policies, the Fund's investments in
depositary receipts will be deemed to be investments in the underlying
securities.

WHAT ARE THE FUND'S POTENTIAL RISKS?

- Templeton World Fund

PAGE

the price of the shares of the Fund. History reflects both decreases and
increases in stock markets and currency valuations, and these may occur
unpredictably in the future. The value of debt securities held by the Fund
generally will vary inversely with changes in prevailing interest rates.
Additionally, investment decisions made by TGAL will not always be profitable
or prove to have been correct. The Fund is not intended as a complete
investment program.

Successful use of stock index futures contracts and options on securities
indices by the Fund is subject to certain special risk considerations. A liquid
stock index option or futures market may not be available when the Fund seeks
to offset adverse market movements. In addition, there may be an imperfect
correlation between movements in the securities included in the index and
movements in the securities in the Fund's portfolio. Successful use of stock
index futures contracts and options on securities indices is further dependent
on TGAL's ability to predict correctly movements in the direction of the stock
markets and no assurance can be given that its judgment in this respect will be
correct. Risks in the purchase and sale of stock index futures and options are
further referred to in the SAI.

The Fund has the right to purchase securities in any foreign country, developed
or developing. Investors should consider carefully the substantial risks
involved in investing in securities issued by companies and governments of
foreign nations, which are in addition to the usual risks inherent in domestic
investments. There is the possibility of expropriation, nationalization or
confiscatory taxation, taxation of income earned in foreign nations or other
taxes imposed with respect to investments in foreign nations, foreign exchange
controls (which may include suspension of the ability to transfer currency from
a given country), foreign investment controls on daily stock market movements,
default in foreign government securities, political or social instability, or
diplomatic developments which could affect investments in securities of issuers
in foreign nations. Some countries may withhold portions of interest and
dividends at the source. In addition, in many countries there is less publicly
available information about issuers than is available in reports about
companies in the U.S. Foreign companies are not generally subject to uniform
accounting or financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to U.S. companies. The
Fund may encounter difficulties or be unable to vote proxies, exercise
shareholder rights, pursue legal remedies, and obtain judgments in foreign
courts.

Brokerage commissions, custodial services and other costs relating to investment
in foreign countries are generally more expensive than in the U.S. Foreign
securities markets also have different clearance and settlement procedures, and
in

Templeton World Fund -

PAGE

certain markets there have been times when settlements have been unable to keep
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when
assets of the Fund are uninvested and no return is earned thereon. The
inability of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to settlement problems could
result either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.

In many foreign countries, there is less government supervision and regulation
of business and industry practices, stock exchanges, brokers and listed
companies than in the U.S. There is an increased risk, therefore, of uninsured
loss due to lost, stolen, or counterfeit stock certificates. In addition, the
foreign securities markets of many of the countries in which the Fund may
invest may also be smaller, less liquid, and subject to greater price
volatility than those in the U.S. The Fund may invest in Eastern European
countries, which involves special risks that are described under "What Are the
Fund's Potential Risks?" in the SAI.

Prior governmental approval of non-domestic investments may be required under
certain circumstances in some developing countries, and the extent of foreign
investment in domestic companies may be subject to limitation in other
developing countries. Foreign ownership limitations also may be imposed by the
charters of individual companies in developing countries to prevent, among
other concerns, violation of foreign investment limitations.

Repatriation of investment income, capital and proceeds of sales by foreign
investors may require governmental registration and/or approval in some
developing countries. The Fund could be adversely affected by delays in or a
refusal to grant any required governmental registration or approval for such
repatriation.

Further, the economies of developing countries generally are heavily dependent
upon international trade and, accordingly, have been and may continue to be
adversely affected by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. These economies also have been and may
continue to be adversely affected by economic conditions in the countries with
which they trade.

As a non-fundamental policy, the Fund will limit its investments in Russian
securities to 5% of its total assets. Russian securities involve additional
significant

- Templeton World Fund

PAGE

risks, including political and social uncertainty (for example, regional
conflicts and risk of war), currency exchange rate volatility, pervasiveness of
corruption and crime in the Russian economic system, delays in settling
portfolio transactions and risk of loss arising out of Russia's system of share
registration and custody. For more information on these risks and other risks
associated with Russian securities, please see "What Are the Fund's Potential
Risks?" in the SAI.

The Fund is authorized to invest in medium quality or high-risk, lower quality
debt securities that are rated between BBB and CCC by S&P and between Baa and
Caa by Moody's or, if unrated, are of equivalent investment quality as
determined by TGAL. As an operating policy, which may be changed by the Board
without shareholder approval, the Fund will not invest more than 5% of its
total assets in debt securities rated lower than BBB by S&P or Baa by Moody's.
The Board may consider a change in this operating policy if, in its judgment,
economic conditions change such that a higher level of investment in high-risk,
lower quality debt securities would be consistent with the interests of the
Fund and its shareholders. High-risk, lower quality debt securities, commonly
known as junk bonds, are regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation and may be in default. Unrated debt
securities are not necessarily of lower quality than rated securities but they
may not be attractive to as many buyers. Regardless of rating levels, all debt
securities considered for purchase (whether rated or unrated) will be carefully
analyzed by TGAL to insure, to the extent possible, that the planned investment
is sound. The Fund may, from time to time, purchase defaulted debt securities
if, in the opinion of TGAL, the issuer may resume interest payments in the near
future. The Fund will not invest more than 10% of its total assets in defaulted
debt securities, which may be illiquid.

The Fund usually effects currency exchange transaction on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange market. However, some
price spread on currency exchange (to cover service charges) will be incurred
when the Fund converts assets from one currency to another. There are further
risk considerations, including possible losses through the holding of
securities in domestic and foreign custodial banks and depositories, described
in the SAI.

WHO MANAGES THE FUND?

Templeton World Fund -

PAGE

two classes of shares. While none is expected, the Board will act appropriately
to resolve any material conflict that may arise.

Investment Manager. TGAL manages the Fund's assets and makes its investment
decisions. TGAL also performs similar services for other funds. It is wholly
owned by Resources, a publicly owned company engaged in the financial services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are the principal shareholders of Resources. Together, TGAL and its affiliates
manage over $172 billion in assets. The Templeton organization has been
investing globally since 1940. TGAL and its affiliates have offices in
Argentina, Australia, Bahamas, Canada, France, Germany, Hong Kong, India, Italy,
Luxembourg, Poland, Russia, Scotland, Singapore, South Africa, U.S., and
Vietnam. Please see "Investment Management and Other Services" and
"Miscellaneous Information" in the SAI for information on securities
transactions and a summary of the Fund's Code of Ethics.

Portfolio Management. The lead portfolio manager of the Fund since 1996 is
Jeffrey A. Everett. Mr. Everett is an executive vice president of TGAL. He
holds a BS in finance from Pennsylvania State University and is also a Chartered
Financial Analyst. Prior to joining the Templeton organization in 1989, Mr.
Everett was an investment officer at First Pennsylvania Investment Research, a
division of First Pennsylvania Corporation, where he analyzed equity and
convertible securities. He also coordinated research for Centre Square
Investment Group, the pension management subsidiary of First Pennsylvania
Corporation. Mr. Everett is responsible for managing several offshore accounts
at Templeton, as well as several Templeton funds. His global research
responsibilities encompass industry coverage for broadcasting, advertising,
publishing and real estate, and country responsibilities for Italy and
Australia.

Mark G. Holowesko and Richard Sean Farrington exercise secondary portfolio
management responsibilities for the Fund. Mr. Holowesko is president of TGAL.
He holds a BA in economics from Holy Cross College and an MBA from Babson
College. He is a Chartered Financial Analyst, Chartered Investment Counselor,
and a director and founding member of the International Society of Financial
Analysts. Prior to joining the Templeton organization, Mr. Holowesko worked
with Roy West Trust Corporation (Bahamas) Limited as an investment analyst. His
duties at Roy West included managing trust and individual accounts, as well as
equity market research worldwide. Mr. Holowesko is responsible for coordinating
equity research worldwide for TGAL and managing several mutual funds. Mr.
Farrington is a vice president of TGAL. He holds a BA in economics from Harvard
University. Mr. Farrington is a Chartered Financial Analyst and is currently
the president of the Bahamas Society of Financial Analysts. He joined

- Templeton World Fund

PAGE

the Templeton organization in 1991 and is currently a research analyst and
portfolio manager. Mr. Farrington's research responsibilities include global
coverage of electrical equipment industries, as well as non-U.S. electric
utilities. He is also responsible for country coverage of Hong Kong, China and
Taiwan.

Management Fees. For the fiscal year ended August 31, 1996, the Fund paid 0.62%
of its average daily net assets in management fees.

Portfolio Transactions. TGAL tries to obtain the best execution on all
transactions. If TGAL believes more than one broker or dealer can provide the
best execution, consistent with internal policies it may consider research and
related services and the sale of Fund shares, as well as shares of other funds
in the Franklin Templeton Group of Funds, when selecting a broker or dealer.
Please see "How Does the Fund Buy Securities For Its Portfolio?" in the SAI for
more information.

Administrative Services. FT Services (and, prior to October 1, 1996, Templeton
Global Investors, Inc.) provides certain administrative services and facilities
for the Fund. During the fiscal year ended August 31, 1996, administration fees
totaling 0.08% of the average daily net assets of the Fund were paid to
Templeton Global Investors, Inc. Please see "Investment Management and Other
Services" in the SAI for more information.

Total Expenses. For the fiscal year ended August 31, 1996, the total Fund
operating expenses were 1.03% and 1.84% of average daily net assets of Class I
shares and Class II shares, respectively.

The Rule 12b-1 Plans

Each class has a distribution plan or "Rule 12b-1 Plan" under which it may
reimburse Distributors or others for activities primarily intended to sell
shares of the class. These expenses may include, among others, distribution or
service fees paid to Securities Dealers or others who have executed a servicing
agreement with the Fund, Distributors or its affiliates, printing prospectuses
and reports used for sales purposes, preparing and distributing sales
literature and advertisements, and a prorated portion of Distributors' overhead
expenses.

Payments by the Fund under the Class I plan may not exceed 0.25% per year of
Class I's average daily net assets. Under the plan, costs and expenses not
reimbursed in any quarter (including costs and expenses not reimbursed because
they exceed the applicable limit of the plan) may be reimbursed in subsequent
quarters or years. Distributors has informed the Fund that it had no
unreimbursed expenses under the Class I plan at August 31, 1996. During the
first year after certain Class I purchases made without a sales charge,
Distributors may keep the Rule 12b-1 fees associated with the purchase.

Templeton World Fund -

PAGE

Under the Class II plan, the Fund may pay Distributors up to 0.75% per year of
Class II's average daily net assets to pay Distributors or others for providing
distribution and related services and bearing certain Class II expenses. All
distribution expenses over this amount will be borne by those who have incurred
them. During the first year after a purchase of Class II shares, Distributors
may keep this portion of the Rule 12b-1 fees associated with the purchase.

The Fund may also pay a servicing fee of up to 0.25% per year of Class II's
average daily net assets under the Class II plan. This fee may be used to pay
Securities Dealers or others for, among other things, helping to establish and
maintain customer accounts and records, helping with requests to buy and sell
shares, receiving and answering correspondence, monitoring dividend payments
from the Fund on behalf of customers, and similar servicing and account
maintenance activities.

The Rule 12b-1 fees charged to each class are based only on the fees
attributable to that particular class. For more information, please see "The
Fund's Underwriter" in the SAI.

HOW DOES THE FUND MEASURE PERFORMANCE?

From time to time, each class of the Fund advertises its performance. The more
commonly used measure of performance is total return. Performance figures are
usually calculated using the maximum sales charge, but certain figures may not
include the sales charge.

Total return is the change in value of an investment over a given period. It
assumes any dividends and capital gains are reinvested.

The investment results of each class will vary. Performance figures are always
based on past performance and do not indicate future results. For a more
detailed description of how the Fund calculates its performance figures, please
see "How Does the Fund Measure Performance?" in the SAI.

HOW IS THE FUND ORGANIZED?

The Fund is a diversified series of Templeton Funds, Inc. (the "Company"), an
open-end management investment company, commonly called a mutual fund. It was
organized as a Maryland corporation on August 15, 1977, and is registered with
the SEC under the 1940 Act. The Fund began offering two classes of shares on May
1, 1995: Templeton World Fund - Class I and Templeton World Fund - Class II.
All shares purchased before that time are considered Class I shares. Additional
classes and series of shares may be offered in the future.

- Templeton World Fund

PAGE

Shares of each class represent proportionate interests in the assets of the Fund
and have the same voting and other rights and preferences as any other class of
the Fund for matters that affect the Fund as a whole. For matters that only
affect one class, however, only shareholders of that class may vote. Each class
will vote separately on matters (1) affecting only that class, (2) expressly
required to be voted on separately by state law, or (3) required to be voted on
separately by the 1940 Act. Shares of each class of a series have the same
voting and other rights and preferences as the other classes and series of the
Company for matters that affect the Company as a whole.

The Fund has noncumulative voting rights. This gives holders of more than 50%
of the shares voting the ability to elect all of the members of the Board. If
this happens, holders of the remaining shares voting will not be able to elect
anyone to the Board.

The Company does not intend to hold annual shareholder meetings. It may hold a
special meeting, however, for matters requiring shareholder approval under the
1940 Act. The Company will call a special meeting of shareholders for the
purpose of considering the removal of a Board member if requested in writing to
do so by shareholders holding at least 10% of the outstanding shares. The 1940
Act requires that we help you communicate with other shareholders in connection
with removing members of the Board.

HOW TAXATION AFFECTS YOU AND THE FUND

The following discussion reflects some of the tax considerations that affect
mutual funds and their shareholders. For more information on tax matters
relating to the Fund and its shareholders, see "Additional Information on
Distributions and Taxes" in the SAI.

The Fund intends to elect to be treated and to qualify each year as a regulated
investment company under Subchapter M of the Code. A regulated investment
company generally is not subject to federal income tax on income and gains
distributed in a timely manner to its shareholders. The Fund intends to
distribute to shareholders substantially all of its net investment income and
net realized capital gains, which generally will be taxable income or capital
gains in their hands. Distributions declared in October, November or December to
shareholders of record on a date in such month and paid during the following
January will be treated as having been received by shareholders on December 31
in the year such distributions were declared. The Fund will inform you each year
of the amount and nature of such income or gains. Sales or other dispositions of
Fund shares generally will give rise to taxable gain or loss.

Templeton World Fund -

PAGE

ABOUT YOUR ACCOUNT

HOW DO I BUY SHARES?

Opening Your Account

To open your account, contact your investment representative or complete and
sign the enclosed shareholder application and return it to the Fund with your
check. Please indicate which class of shares you want to buy. If you do not
specify a class, your purchase will be automatically invested in Class I shares.

<TABLE>
<CAPTION>
MINIMUM
INVESTMENTS*
<S> <C>
- --------------------------------------
To Open Your Account... $100
To Add to Your
Account.............. $ 25
</TABLE>

*We may waive these minimums for retirement plans. We may also refuse any order
to buy shares.

Deciding Which Class to Buy

You should consider a number of factors when deciding which class of shares to
buy. If you plan to buy $1 million or more in a single payment or you qualify
to buy Class I shares without a sales charge, you may not buy Class II shares.

Generally, you should consider buying Class I shares if:

- - you expect to invest in the Fund over the long term;

- - you qualify to buy Class I shares at a reduced sales charge; or

- - you plan to buy $1 million or more over time.

You should consider Class II shares if:

- - you expect to invest less than $50,000 in the Franklin Templeton Funds; and

- - you plan to sell a substantial number of your shares within approximately six
years or less of your investment.

Class I shares are generally more attractive for long-term investors because of
Class II's higher Rule 12b-1 fees. These may accumulate over time to outweigh
the lower Class II front-end sales charge and result in lower income dividends
for Class II shareholders. If you qualify to buy Class I shares at a reduced
sales charge based upon the size of your purchase or through our Letter of
Intent or cumulative quantity discount programs, but plan to hold your shares
less than approximately six years, you should evaluate whether it is more
economical for you to buy Class I or Class II shares.

- Templeton World Fund

PAGE

For purchases of $1 million or more, it is considered more beneficial for you to
buy Class I shares since there is no front-end sales charge, even though these
purchases may be subject to a Contingent Deferred Sales Charge. Any purchase of
$1 million or more is therefore automatically invested in Class I shares. You
may accumulate more than $1 million in Class II shares through purchases over
time, but if you plan to do this you should determine whether it would be more
beneficial for you to buy Class I shares through a Letter of Intent.

Please consider all of these factors before deciding which class of shares to
buy. There are no conversion features attached to either class of shares.

Purchase Price of Fund Shares

For Class I shares, the sales charge you pay depends on the dollar amount you
invest, as shown in the table below. The sales charge for Class II shares is 1%
and, unlike Class I, does not vary based on the size of your purchase.

<TABLE>
<CAPTION>
TOTAL SALES CHARGE
AS A PERCENTAGE OF AMOUNT PAID
--------------------- TO DEALER AS A
AMOUNT OF PURCHASE OFFERING NET AMOUNT PERCENTAGE OF
AT OFFERING PRICE PRICE INVESTED OFFERING PRICE
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
CLASS I
Less than $50,000................... 5.75% 6.10% 5.00%
$50,000 but less than $100,000...... 4.50% 4.71% 3.75%
$100,000 but less than $250,000..... 3.50% 3.63% 2.80%
$250,000 but less than $500,000..... 2.50% 2.56% 2.00%
$500,000 but less than $1,000,000... 2.00% 2.04% 1.60%
$1,000,000 or more*................. None None None
CLASS II
Under $1,000,000*................... 1.00% 1.01% 1.00%
</TABLE>

*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases of $1
million or more and any Class II purchase. Please see "How Do I Sell Shares? -
Contingent Deferred Sales Charge." Please also see "Other Payments to
Securities Dealers" below for a discussion of payments Distributors may make
out of its own resources to Securities Dealers for certain purchases. Purchases
of Class II shares are limited to purchases below $1 million. Please see
"Deciding Which Class to Buy."

Sales Charge Reductions and Waivers

] IF YOU QUALIFY TO BUY SHARES UNDER ONE OF THE SALES CHARGE REDUCTION OR WAIVER
CATEGORIES DESCRIBED BELOW, PLEASE INCLUDE A WRITTEN STATEMENT WITH EACH
PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES. If you don't include this
statement, we cannot guarantee that you will receive the sales charge
reduction or waiver.

Templeton World Fund -

PAGE

Cumulative Quantity Discounts - Class I Only. To determine if you may pay a
reduced sales charge, the amount of your current Class I purchase is added to
the cost or current value, whichever is higher, of your Class I and Class II
shares in other Franklin Templeton Funds, as well as those of your spouse,
children under the age of 21 and grandchildren under the age of 21. If you are
the sole owner of a company, you may also add any company accounts, including
retirement plan accounts. Companies with one or more retirement plans may add
together the total plan assets invested in the Franklin Templeton Funds to
determine the sales charge that applies.

Letter of Intent - Class I Only. You may buy Class I shares at a reduced sales
charge by completing the Letter of Intent section of the shareholder
application. A Letter of Intent is a commitment by you to invest a specified
dollar amount during a 13 month period. The amount you agree to invest
determines the sales charge you pay on Class I shares.

BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

- - You authorize Distributors to reserve 5% of your total intended purchase in
Class I shares registered in your name until you fulfill your Letter.

- - You give Distributors a security interest in the reserved shares and appoint
Distributors as attorney-in-fact.

- - Distributors may sell any or all of the reserved shares to cover any
additional sales charge if you do not fulfill the terms of the Letter.

- - Although you may exchange your shares, you may not sell reserved shares until
you complete the Letter or pay the higher sales charge.

Your periodic statements will include the reserved shares in the total shares
you own. We will pay or reinvest dividend and capital gain distributions on the
reserved shares as you direct. Our policy of reserving shares does not apply to
certain retirement plans.

If you would like more information about the Letter of Intent privilege, please
see "How Do I Buy, Sell and Exchange Shares? - Letter of Intent" in the SAI or
call Shareholder Services.

Group Purchases - Class I Only. If you are a member of a qualified group, you
may buy Class I shares at the reduced sales charge that applies to the group as
a whole. The sales charge is based on the combined dollar value of the group
members' existing investments, plus the amount of the current purchase.

- Templeton World Fund

PAGE

A qualified group is one that:

- - Was formed at least six months ago,

- - Has a purpose other than buying Fund shares at a discount,

- - Has more than 10 members,

- - Can arrange for meetings between our representatives and group members,

- - Agrees to include sales and other Franklin Templeton Fund materials in
publications and mailings to its members at reduced or no cost to
Distributors,

- - Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and

- - Meets other uniform criteria that allow Distributors to achieve cost savings
in distributing shares.

Sales Charge Waivers. The Fund's sales charges (front-end and contingent
deferred) will not apply to certain purchases. For waiver categories 1, 2 or 3
below: (i) the distributions or payments must be reinvested within 365 days of
their payment date, and (ii) Class II distributions may be reinvested in either
Class I or Class II shares. Class I distributions may only be reinvested in
Class I shares.

The Fund's sales charges will not apply if you are buying Class I shares with
money from the following sources or Class II shares with money from the sources
in waiver categories 1 or 4:

1. Dividend and capital gain distributions from any Franklin Templeton Fund
or a REIT sponsored or advised by Franklin Properties, Inc.

2. Distributions from an existing retirement plan invested in the Franklin
Templeton Funds.

3. Annuity payments received under either an annuity option or from death
benefit proceeds, only if the annuity contract offers as an investment
option the Franklin Valuemark Funds, the Templeton Variable Annuity Fund,
the Templeton Variable Products Series Fund, or the Franklin Government
Securities Trust. You should contact your tax advisor for information on
any tax consequences that may apply.

4. Redemptions from any Franklin Templeton Fund if you:

- Originally paid a sales charge on the shares,

- Reinvest the money within 365 days of the redemption date, and

Templeton World Fund -

PAGE

- Reinvest the money in the same class of shares.

An exchange is not considered a redemption for this privilege. The Contingent
Deferred Sales Charge will not be waived if the shares reinvested were subject
to a Contingent Deferred Sales Charge when sold. We will credit your account in
shares, at the current value, in proportion to the amount reinvested for any
Contingent Deferred Sales Charge paid in connection with the earlier
redemption, but a new Contingency Period will begin.

If you immediately placed your redemption proceeds in a Franklin Bank CD, you
may reinvest them as described above. The proceeds must be reinvested within 365
days from the date the CD matures, including any rollover.

5. Redemptions from other mutual funds

If you sold shares of a fund that is not a Franklin Templeton Fund within
the past 60 days, you may invest the proceeds without any sales charge if
(a) the investment objectives were similar to the Fund's, and (b) your
shares in that fund were subject to any front-end or contingent deferred
sales charges at the time of purchase. You must provide a copy of the
statement showing your redemption.

The Fund's sales charges will also not apply to Class I purchases by:

6. Trust companies and bank trust departments agreeing to invest in Franklin
Templeton Funds over a thirteen month period at least $1 million of assets
held in a fiduciary, agency, advisory, custodial or similar capacity and
over which the trust companies and bank trust departments or other plan
fiduciaries or participants, in the case of certain retirement plans, have
full or shared investment discretion. We will accept orders for these
accounts by mail accompanied by a check or by telephone or other means of
electronic data transfer directly from the bank or trust company, with
payment by federal funds received by the close of business on the next
business day following the order.

7. Group annuity separate accounts offered to retirement plans.

8. Retirement plans that (i) are sponsored by an employer with at least 100
employees, (ii) have plan assets of $1 million or more, or (iii) agree to
invest at least $500,000 in the Franklin Templeton Funds over a 13 month
period. Retirement plans that are not Qualified Retirement Plans or SEPS,
such as 403(b) or 457 plans, must also meet the requirements described
under "Group Purchases - Class I Only" above. However, any Qualified or
non-Qualified Retirement Plan account which was a shareholder in the Fund
on or before February 1, 1995, and which does not meet the other

- Templeton World Fund

PAGE

requirements of this section, may purchase shares subject to a sales charge
of 4% of the Offering Price, 3.2% of which will be retained by Securities
Dealers.

9. An Eligible Governmental Authority. Please consult your legal and
investment advisors to determine if an investment in the Fund is
permissible and suitable for you and the effect, if any, of payments by the
Fund on arbitrage rebate calculations.

10. Broker-dealers, registered investment advisors or certified financial
planners who have entered into a supplemental agreement with Distributors
for clients participating in comprehensive fee programs

11. Registered Securities Dealers and their affiliates, for their investment
accounts only

12. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer

13. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group, and their family members,
consistent with our then-current policies

14. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer

15. Accounts managed by the Franklin Templeton Group

16. Certain unit investment trusts and their holders reinvesting distributions
from the trusts

How Do I Buy Shares in Connection with Retirement Plans?

Your individual or employer-sponsored retirement plan may invest in the Fund.
Plan documents are required for all retirement plans. Trust Company can provide
the plan documents for you and serve as custodian or trustee.

Trust Company can provide you with brochures containing important information
about its plans. To establish a Trust Company retirement plan, you will need an
application other than the one included in this prospectus. For a retirement
plan brochure or application, please call our Retirement Plans Department.

Please consult your legal, tax or retirement plan specialist before choosing a
retirement plan. Your investment representative or advisor can help you make
investment decisions within your plan.

Templeton World Fund -

PAGE

Other Payments to Securities Dealers

The payments below apply to Securities Dealers who initiate and are responsible
for Class II purchases and certain Class I purchases made without a sales
charge. A Securities Dealer may only receive one of these payments for each
qualifying purchase. Securities Dealers who receive payments under items 1, 2
or 3 below will earn the Rule 12b-1 fee associated with the purchase starting
in the thirteenth calendar month after the purchase. The payments described
below are paid by Distributors or one of its affiliates, at its own expense,
and not by the Fund or its shareholders.

1. Securities Dealers may receive up to 1% of the purchase price for Class II
purchases.

2. Securities Dealers will receive up to 1% of the purchase price for Class I
purchases of $1 million or more.

3. Securities Dealers may, in the sole discretion of Distributors, receive up to
1% of the purchase price for Class I purchases made under waiver category 8
above.

4. Securities Dealers may receive up to 0.25% of the purchase price for Class I
purchases made under waiver categories 6, 9 and 10 above.

PLEASE SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES - OTHER PAYMENTS TO
SECURITIES DEALERS" IN THE SAI FOR ANY BREAKPOINTS THAT MAY APPLY.

Securities Dealers may receive additional compensation from Distributors or an
affiliated company in connection with selling shares of the Franklin Templeton
Funds. Compensation may include financial assistance for conferences,
shareholder services, automation, sales or training programs, or promotional
activities. Registered representatives and their families may be reimbursed for
travel expenses, including lodging, in connection with business meetings or
seminars. In some cases, this compensation may only be available to Securities
Dealers whose representatives have sold or are expected to sell significant
amounts of shares. Securities Dealers may not use sales of the Fund's shares to
qualify for this compensation if prohibited by the laws of any state or
self-regulatory agency, such as the NASD.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

We offer a wide variety of funds. If you would like, you can move your
investment from your Fund account to an existing or new account in another
Franklin Templeton Fund (an "exchange"). Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.

- Templeton World Fund

PAGE

If you own Class I shares, you may exchange into any of our money funds except
Franklin Templeton Money Fund II ("Money Fund II"). Money Fund II is the only
money fund exchange option available to Class II shareholders. Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no
drafts (checks) may be written on Money Fund II accounts.

Before making an exchange, please read the prospectus of the fund you are
interested in. This will help you learn about the fund and its rules and
requirements for exchanges. For example, some Franklin Templeton Funds do not
accept exchanges and others may have different investment minimums. Some
Franklin Templeton Funds do not offer Class II shares.

Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.

Will Sales Charges Apply to My Exchange?

You generally will not pay a front-end sales charge on exchanges. If you have
held your shares less than six months, however, you will pay the percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund. If you have never paid a sales charge on your shares
because, for example, they have always been held in a money fund, you will pay
the Fund's applicable sales charge no matter how long you have held your
shares. These charges may not apply if you qualify to buy shares without a sales
charge.

We will not impose a Contingent Deferred Sales Charge when you exchange shares.
Any shares subject to a Contingent Deferred Sales Charge at the time of
exchange, however, will remain so in the new fund. See the discussion on
Contingent Deferred Sales Charges below and under "How Do I Sell Shares?"

Templeton World Fund -

PAGE

Contingent Deferred Sales Charge - Class I. For accounts with Class I shares
subject to a Contingent Deferred Sales Charge, shares are exchanged into the
new fund in the order they were purchased. If you exchange Class I shares into
one of our money funds, the time your shares are held in that fund will not
count towards the completion of any Contingency Period.

Contingent Deferred Sales Charge - Class II. For accounts with Class II shares
subject to a Contingent Deferred Sales Charge, shares are exchanged into the
new fund proportionately based on the amount of shares subject to a Contingent
Deferred Sales Charge and the length of time the shares have been held. For
example, suppose you own $1,000 in shares that have never been subject to a
Contingent Deferred Sales Charge, such as shares from the reinvestment of
dividends and capital gains ("free shares"), $2,000 in shares that are no longer
subject to a Contingent Deferred Sales Charge because you have held them for
longer than 18 months ("matured shares"), and $3,000 in shares that are still
subject to a Contingent Deferred Sales Charge ("CDSC liable shares"). If you
exchange $3,000 into a new fund, $500 will be exchanged from free shares,
$1,000 from matured shares, and $1,500 from CDSC liable shares.

Likewise, CDSC liable shares purchased at different times will be exchanged into
a new fund proportionately. For example, assume you purchased $1,000 in shares 3
months ago, 6 months ago, and 9 months ago. If you exchange $1,500 into a new
fund, $500 will be exchanged from shares purchased at each of these three
different times.

While Class II shares are exchanged proportionately, they are redeemed in the
order purchased. In some cases, this means exchanged shares may be CDSC liable
even though they would not be subject to a Contingent Deferred Sales Charge if
they were sold. We believe the proportional method of exchanging Class II
shares more closely reflects the expectations of Class II shareholders if
shares are sold during the Contingency Period. The tax consequences of a sale or
exchange are determined by the Code and not by the method used by the Fund to
transfer shares.

If you exchange your Class II shares for shares of Money Fund II, the time your
shares are held in that fund will count towards the completion of any
Contingency Period.

- Templeton World Fund

PAGE

Exchange Restrictions

Please be aware that the following restrictions apply to exchanges:

- - You may only exchange shares within the SAME CLASS.

- - The accounts must be identically registered. You may exchange shares from a
Fund account requiring two or more signatures into an identically registered
money fund account requiring only one signature for all transactions. Please
notify us in writing if you do not want this option to be available on your
account(s). Additional procedures may apply. Please see "Transaction
Procedures and Special Requirements."

- - Trust Company IRA or 403(b) retirement plan accounts may exchange shares as
described above. Restrictions may apply to other types of retirement plans.
Please contact our Retirement Plans Department for information on exchanges
within these plans.

- - The fund you are exchanging into must be eligible for sale in your state.

- - We may modify or discontinue our exchange policy if we give you 60 days'
written notice.

- - Your exchange may be restricted or refused if you: (i) request an exchange out
of the Fund within two weeks of an earlier exchange request, (ii) exchange
shares out of the Fund more than twice in a calendar quarter, or (iii)
exchange shares equal to at least $5 million, or more than 1% of the Fund's
net assets. Shares under common ownership or control are combined for these
limits. If you exchange shares as described in this paragraph, you will be
considered a Market Timer. Each exchange by a Market Timer, if accepted, will
be charged $5.00. Some of our funds do not allow investments by Market Timers.

Because excessive trading can hurt Fund performance and shareholders, we may
refuse any exchange purchase if (i) we believe the Fund would be harmed or
unable to invest effectively, or (ii) the Fund receives or anticipates
simultaneous orders that may significantly affect the Fund.

Templeton World Fund -

PAGE

HOW DO I SELL SHARES?

You may sell (redeem) your shares at any time.

<TABLE>
<S> <C>
BY PHONE Call Shareholder Services
(Only available if you have completed and sent to us the telephone
redemption agreement included with this prospectus)
Telephone requests will be accepted:
- If the request is $50,000 or less.
Institutional accounts may exceed $50,000 by
completing a separate agreement. Call
Institutional Services to receive a copy.
- If there are no share certificates issued
for the shares you want to sell or you have
already returned them to the Fund
- Unless you are selling shares in a Trust
Company retirement plan account
- Unless the address on your account was
changed by phone within the last 30 days
- ----------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- ----------------------------------------------------------------------
</TABLE>

We will send your redemption check within seven days after we receive your
request in proper form. If you sell your shares by phone, the check may only be
made payable to all registered owners on the account and sent to the address of
record. We are not able to receive or pay out cash in the form of currency.

If you sell shares you just purchased with a check or draft, we may delay
sending you the proceeds for up to 15 days or more to allow the check or draft
to clear. A certified or cashier's check may clear in less time.

Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.

- Templeton World Fund

PAGE

Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to sell shares.

Trust Company Retirement Plan Accounts

To comply with IRS regulations, you need to complete additional forms before
selling shares in a Trust Company retirement plan account. Tax penalties
generally apply to any distribution from these plans to a participant under age
59 1/2, unless the distribution meets an exception stated in the Code. To obtain
the necessary forms, please call our Retirement Plans Department.

Contingent Deferred Sales Charge

For Class I purchases, if you did not pay a front-end sales charge because you
invested $1 million or more or agreed to invest $1 million or more under a
Letter of Intent, a Contingent Deferred Sales Charge may apply if you sell all
or a part of your investment within the Contingency Period. Once you have
invested $1 million or more, any additional Class I investments you make
without a sales charge may also be subject to a Contingent Deferred Sales
Charge if they are sold within the Contingency Period. For any Class II
purchase, a Contingent Deferred Sales Charge may apply if you sell the share
within the Contingency Period. The charge is 1% of the value of the shares sold
or the Net Asset Value at the time of purchase, whichever is less.

We will first redeem shares not subject to the charge in the following order:

1) A calculated number of shares equal to the capital appreciation on shares
held less than the Contingency Period,

2) Shares purchased with reinvested dividends and capital gain distributions,
and

3) Shares held longer than the Contingency Period.

We then redeem shares subject to the charge in the order they were purchased.

Unless otherwise specified, when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests to sell a stated NUMBER OF SHARES, we will deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.

Waivers. We waive the Contingent Deferred Sales Charge for:

- - Exchanges

- - Account fees

- - Sales of shares purchased pursuant to a sales charge waiver

Templeton World Fund -

PAGE

- - Redemptions by the Fund when an account falls below the minimum required
account size

- - Redemptions following the death of the shareholder or beneficial owner

- - Redemptions through a systematic withdrawal plan set up before February 1,
1995

- - Redemptions through a systematic withdrawal plan set up on or after February
1, 1995, up to 1% a month of an account's Net Asset Value (3% quarterly, 6%
semiannually or 12% annually). For example, if you maintain an annual balance
of $1 million in Class I shares, you can withdraw up to $120,000 annually
through a systematic withdrawal plan free of charge. Likewise, if you
maintain an annual balance of $10,000 in Class II shares, $1,200 may be
withdrawn annually free of charge.

- - Distributions from individual retirement plan accounts due to death or
disability or upon periodic distributions based on life expectancy

- - Tax-free returns of excess contributions from employee benefit plans

- - Distributions from employee benefit plans, including those due to termination
or plan transfer

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUND?

Dividends and capital gains are calculated and distributed the same way for each
class. The amount of any income dividends per share will differ, however,
generally due to the difference in the Rule 12b-1 fees of each class.

The Fund intends to pay a dividend at least annually representing substantially
all of its net investment income and any net realized capital gains. Dividend
payments are not guaranteed, are subject to the Board's discretion and may vary
with each payment. THE FUND DOES NOT PAY "INTEREST" OR GUARANTEE ANY FIXED RATE
OF RETURN ON AN INVESTMENT IN ITS SHARES.

If you buy shares shortly before the record date, please keep in mind that any
distribution will lower the value of the Fund's shares by the amount of the
distribution.

Distribution Options

You may receive your distributions from the Fund in any of these ways:

1. Buy additional shares of the Fund - You may buy additional shares of the same
class of the Fund (without a sales charge or imposition of a Contingent Deferred
Sales Charge) by reinvesting capital gain distributions, dividend
distributions, or

- Templeton World Fund

PAGE

both. If you own Class II shares, you may also reinvest your distributions in
Class I shares of the Fund. This is a convenient way to accumulate additional
shares and maintain or increase your earnings base.

2. Buy shares of other Franklin Templeton Funds - You may direct your
distributions to buy the same class of shares of another Franklin Templeton
Fund (without a sales charge or imposition of a Contingent Deferred Sales
Charge). If you own Class II shares, you may also direct your distributions to
buy Class I shares of another Franklin Templeton Fund. Many shareholders find
this a convenient way to diversify their investments.

3. Receive distributions in cash - You may receive capital gain distributions,
dividend distributions, or both in cash. If you have the money sent to another
person or to a checking account, you may need a signature guarantee.

TO SELECT ONE OF THESE OPTIONS, PLEASE COMPLETE THE SHAREHOLDER APPLICATION
INCLUDED WITH THIS PROSPECTUS OR TELL YOUR INVESTMENT REPRESENTATIVE WHICH
OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL AUTOMATICALLY
REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE SAME CLASS OF THE FUND.
For Trust Company retirement plans, special forms are required to receive
distributions in cash. You may change your distribution option at any time by
notifying us by mail or phone. Please allow at least seven days prior to the
record date for us to process the new option.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

How and When Shares Are Priced

The Fund is open for business each day the NYSE is open. We determine the Net
Asset Value per share of each class as of the scheduled close of the NYSE,
generally 4:00 p.m. Eastern time. You can find the prior day's closing Net Asset
Value and Offering Price for each class in many newspapers.

The Net Asset Value of all outstanding shares of each class is calculated on a
pro rata basis. It is based on each class' proportionate participation in the
Fund, determined by the value of the shares of each class. Each class, however,
bears the Rule 12b-1 fees payable under its Rule 12b-1 plan. To calculate Net
Asset Value per share of each class, the assets of each class are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares of the class outstanding. The Fund's assets are
valued as described under "How Are Fund Shares Valued?" in the SAI.

Templeton World Fund -

PAGE

The Price We Use When You Buy or Sell Shares

You buy shares at the Offering Price of the class you wish to purchase, unless
you qualify to buy shares at a reduced sales charge or with no sales charge. The
Offering Price of each class is based on the Net Asset Value per share of the
class and includes the maximum sales charge. We calculate it to two decimal
places using standard rounding criteria. You sell shares at Net Asset Value.

We will use the Net Asset Value next calculated after we receive your
transaction request in proper form. If you buy or sell shares through your
Securities Dealer, however, we will use the Net Asset Value next calculated
after your Securities Dealer receives your request, which is promptly
transmitted to the Fund. Your redemption proceeds will not earn interest
between the time we receive the order from your dealer and the time we receive
any required documents.

Proper Form

An order to buy shares is in proper form when we receive your signed
shareholder application and check. Written requests to sell or exchange shares
are in proper form when we receive written instructions signed by all registered
owners, with a signature guarantee if necessary. We must also receive any
outstanding share certificates for those shares.

Written Instructions

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

- - Your name,

- - The Fund's name,

- - The class of shares,

- - A description of the request,

- - For exchanges, the name of the fund you're exchanging into,

- - Your account number,

- - The dollar amount or number of shares, and

- - A telephone number where we may reach you during the day, or in the evening
if preferred.

- Templeton World Fund

PAGE

Signature Guarantees

For our mutual protection, we require a signature guarantee in the following
situations:

1) You wish to sell over $50,000 worth of shares,

2) You want the proceeds to be paid to someone other than the registered owners,

3) The proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account,

4) We receive instructions from an agent, not the registered owners,

5) We believe a signature guarantee would protect us against potential claims
based on the instructions received.

A signature guarantee verifies the authenticity of your signature and may be
obtained from certain banks, brokers or other eligible guarantors. YOU SHOULD
VERIFY THAT THE INSTITUTION IS AN ELIGIBLE GUARANTOR PRIOR TO SIGNING. A
NOTARIZED SIGNATURE IS NOT SUFFICIENT.

Share Certificates

We will credit your shares to your Fund account. We do not issue share
certificates unless you specifically request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate
is lost, stolen or destroyed, you may have to pay an insurance premium of up to
2% of the value of the certificate to replace it.

Any outstanding share certificates must be returned to the Fund if you want to
sell or exchange those shares or if you would like to start a systematic
withdrawal plan. The certificates should be properly endorsed. You can do this
either by signing the back of the certificate or by completing a share
assignment form. For your protection, you may prefer to complete a share
assignment form. In this case, you should send the certificate and assignment
form in separate envelopes.

Telephone Transactions

You may initiate many transactions by phone. Please refer to the sections of
this prospectus that discuss the transaction you would like to make or call
Shareholder Services.

Templeton World Fund -

PAGE

When you call, we will request personal or other identifying information to
confirm that instructions are genuine. We will also record calls. We will not be
liable for following instructions communicated by telephone if we reasonably
believe they are genuine. For your protection, we may delay a transaction or not
implement one if we are not reasonably satisfied that the instructions are
genuine. If this occurs, we will not be liable for any loss.

If our lines are busy or you are otherwise unable to reach us by phone, you may
wish to ask your investment representative for assistance or send written
instructions to us, as described elsewhere in this prospectus. If you are
unable to execute a transaction by telephone, we will not be liable for any
loss.

Trust Company Retirement Plan Accounts. You may not sell shares or change
distribution options on Trust Company retirement plans by phone. While you may
exchange shares of Trust Company IRA and 403(b) retirement accounts by phone,
certain restrictions may be imposed on other retirement plans.

To obtain any required forms or more information about distribution or transfer
procedures, please call our Retirement Plans Department.

Account Registrations and Required Documents

When you open an account, you need to tell us how you want your shares
registered. How you register your account will affect your ownership rights and
ability to make certain transactions. If you have questions about how to
register your account, you should consult your investment representative or
legal advisor. Please keep the following information in mind when registering
your account.

Joint Ownership. If you open an account with two or more owners, we register
the account as "joint tenants with rights of survivorship" unless you tell us
otherwise. An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or
more owners, all owners must sign instructions to process transactions and
changes to the account. Even if the law in your state says otherwise, you will
not be able to change owners on the account unless all owners agree in writing.
If you would like another person or owner to sign for you, please send us a
current power of attorney.

Gifts and Transfers to Minors. You may set up a custodial account for a minor
under your state's Uniform Gifts/Transfers to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.

- Templeton World Fund

PAGE

Trusts. If you register your account as a trust, you should have a valid written
trust document to avoid future disputes or possible court action over who owns
the account.

Required Documents. For corporate, partnership and trust accounts, please send
us the following documents when you open your account. This will help avoid
delays in processing your transactions while we verify who may sign on the
account.

<TABLE>
<CAPTION>
TYPE OF ACCOUNT DOCUMENTS REQUIRED
<S> <C>
- -----------------------------------------------------------------------
CORPORATION Corporate Resolution
- -----------------------------------------------------------------------
PARTNERSHIP 1. The pages from the partnership agreement that
identify the general partners, or
2. A certification for a partnership agreement
- -----------------------------------------------------------------------
TRUST 1. The pages from the trust document that
identify the trustees, or
2. A certification for trust
- -----------------------------------------------------------------------
</TABLE>

Street or Nominee Accounts. If you have Fund shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both
dealers must have an agreement with Distributors or we will not process the
transfer. Contact your Securities Dealer to initiate the transfer. We will
process the transfer after we receive authorization in proper form from your
delivering Securities Dealer. Accounts may be transferred electronically
through the NSCC. For accounts registered in street or nominee name, we may
take instructions directly from the Securities Dealer or your nominee.

Electronic Instructions. If there is a Securities Dealer or other
representative of record on your account, we are authorized to use and execute
electronic instructions. We can accept electronic instructions directly from
your dealer or representative without further inquiry. Electronic instructions
may be processed through the services of the NSCC, which currently include the
NSCC's "Networking," "Fund/SERV," and "ACATS" systems, or through Franklin/
Templeton's PCTrades II(TM) System.

Tax Identification Number

For tax reasons, we must have your correct Social Security or tax identification
number on a signed shareholder application or applicable tax form. Federal law
requires us to withhold 31% of your taxable distributions and sale proceeds if

Templeton World Fund -

PAGE

(i) you have not furnished a certified correct taxpayer identification number,
(ii) you have not certified that withholding does not apply, (iii) the IRS or a
Securities Dealer notifies the Fund that the number you gave us is incorrect, or
(iv) you are subject to backup withholding.

We may refuse to open an account if you fail to provide the required tax
identification number and certifications. We may also close your account if the
IRS notifies us that your tax identification number is incorrect. If you
complete an "awaiting TIN" certification, we must receive a correct tax
identification number within 60 days of your initial purchase to keep your
account open.

Keeping Your Account Open

Due to the relatively high cost of maintaining a small account, we may close
your account if the value of your shares is less than $50. We will only do this
if the value of your account fell below this amount because you voluntarily sold
your shares and your account has been inactive (except for the reinvestment of
distributions) for at least six months. Before we close your account, we will
notify you and give you 30 days to increase the value of your account to $100.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

Automatic Investment Plan

Our automatic investment plan offers a convenient way to invest in the Fund.
Under the plan, you can have money transferred automatically from your checking
account to the Fund each month to buy additional shares. If you are interested
in this program, please refer to the account application included with this
prospectus or contact your investment representative. The market value of the
Fund's shares may fluctuate and a systematic investment plan such as this will
not assure a profit or protect against a loss. You may discontinue the program
at any time by notifying Investor Services by mail or phone.

Systematic Withdrawal Plan

Our systematic withdrawal plan allows you to sell your shares and receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum
payment amount for each withdrawal must be at least $50. For retirement plans
subject to mandatory distribution requirements, the $50 minimum will not apply.

- Templeton World Fund

PAGE

If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder application included with
this prospectus and indicate how you would like to receive your payments. You
may choose to direct your payments to buy the same class of shares of another
Franklin Templeton Fund or have the money sent directly to you, to another
person, or to a checking account.

You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a systematic withdrawal
plan, it is a taxable transaction.

Because of the front-end sales charge, you may not want to set up a systematic
withdrawal plan if you plan to buy shares on a regular basis. Shares sold under
the plan may also be subject to a Contingent Deferred Sales Charge. Please see
"Contingent Deferred Sales Charge" under "How Do I Sell Shares?"

You may discontinue a systematic withdrawal plan, change the amount and
schedule of withdrawal payments, or suspend one payment by notifying us in
writing at least seven business days before the end of the month preceding a
scheduled payment. Please see "How Do I Buy, Sell and Exchange Shares? -
Systematic Withdrawal Plan" in the SAI for more information.

TeleFACTS(R)

From a touch-tone phone, you may call our TeleFACTS system (day or night) at
1-800/247-1753 to:

- - obtain information about your account;

- - obtain price and performance information about any Franklin Templeton Fund;

- - exchange shares between identically registered Franklin Class I accounts; and

- - request duplicate statements and deposit slips for your account.

You will need the code number for each class to use TeleFACTS. The code numbers
for Class I and Class II are 102 and 202, respectively.

Statements and Reports to Shareholders

We will send you the following statements and reports on a regular basis:

- - Confirmation and account statements reflecting transactions in your account,
including additional purchases and dividend reinvestments. PLEASE VERIFY THE
ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.

Templeton World Fund -

PAGE

- - Financial reports of the Fund will be sent every six months. To reduce Fund
expenses, we attempt to identify related shareholders within a household and
send only one copy of a report. Call Fund Information if you would like an
additional free copy of the Fund's financial reports or an interim quarterly
report.

Institutional Accounts

Additional methods of buying, selling or exchanging shares of the Fund may be
available to institutional accounts. For further information, call Institutional
Services.

Availability of These Services

The services above are available to most shareholders. If, however, your shares
are held by a financial institution, in a street name account, or networked
through the NSCC, the Fund may not be able to offer these services directly to
you. Please contact your investment representative.

What If I Have Questions About My Account?

If you have any questions about your account, you may write to Investor
Services, P.O. Box 33030, St. Petersburg, FL 33733-8030. The Fund and
Distributors are also located at this address. You may also contact us by phone
at one of the numbers listed below.

<TABLE>
<CAPTION>
HOURS OF OPERATION (EASTERN
TIME)
DEPARTMENT NAME TELEPHONE NO. (MONDAY THROUGH FRIDAY)
<S> <C> <C>
- ------------------------------------------------------------------------
Shareholder Services 1-800/632-2301 8:30 a.m. to 8:00 p.m.
Dealer Services 1-800/524-4040 8:30 a.m. to 8:00 p.m.
Fund Information 1-800/DIAL BEN 8:30 a.m. to 11:00 p.m.
(1-800/342-5236) 9:30 a.m. to 5:30 p.m.
(Saturday)
Retirement Plans 1-800/527-2020 8:30 a.m. to 8:00 p.m.
Institutional Services 1-800/321-8563 9:00 a.m. to 8:00 p.m.
TDD (hearing impaired) 1-800/851-0637 8:30 a.m. to 8:00 p.m.
</TABLE>

Your phone call may be monitored or recorded to ensure we provide you with high
quality service. You will hear a regular beeping tone if your call is being
recorded.

- Templeton World Fund

PAGE

GLOSSARY

USEFUL TERMS AND DEFINITIONS

1940 Act - Investment Company Act of 1940, as amended

Board - The Board of Directors of the Company

CD - Certificate of deposit

Class I and Class II - The Fund offers two classes of shares, designated "Class
I" and "Class II." The two classes have proportionate interests in the Fund's
portfolio. They differ, however, primarily in their sales charge structures and
Rule 12b-1 plans.

Code - Internal Revenue Code of 1986, as amended

Contingency Period - For Class I shares, the 12 month period during which a
Contingent Deferred Sales Charge may apply. For Class II shares, the
contingency period is 18 months. Regardless of when during the month you
purchased shares, they will age one month on the last day of that month and
each following month.

Contingent Deferred Sales Charge (CDSC) - A sales charge of 1% that may apply
if you sell your shares within the Contingency Period.

Distributors - Franklin/Templeton Distributors, Inc., the Fund's principal
underwriter. The SAI lists the officers and Board members who are affiliated
with Distributors. See "Officers and Directors."

Eligible Governmental Authority - Any state or local government or any
instrumentality, department, authority or agency thereof that has determined
the Fund is a legally permissible investment and that can only buy shares of
the Fund without paying sales charges.

Franklin Funds - The mutual funds in the Franklin Group of Funds(@) except
Franklin Valuemark Funds and the Franklin Government Securities Trust

Franklin Templeton Funds - The Franklin Funds and the Templeton Funds

Franklin Templeton Group - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries

Franklin Templeton Group of Funds - All U.S. registered investment companies in
the Franklin Group of Funds(@) and the Templeton Group of Funds

FT Services - Franklin Templeton Services, Inc., the Fund's administrator

Templeton World Fund -

PAGE

Investor Services - Franklin/Templeton Investor Services, Inc., the Fund's
shareholder servicing and transfer agent

IRS - Internal Revenue Service

Letter - Letter of Intent

Market Timer(s) - Market Timers generally include market timing or allocation
services, accounts administered so as to buy, sell or exchange shares based on
predetermined market indicators, or any person or group whose transactions seem
to follow a timing pattern.

Moody's - Moody's Investors Service, Inc.

NASD - National Association of Securities Dealers, Inc.

Net Asset Value (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by
the number of shares outstanding.

NSCC - National Securities Clearing Corporation

NYSE - New York Stock Exchange, Inc.

Offering Price - The public offering price is based on the Net Asset Value per
share of the class and includes the front-end sales charge. The maximum front-
end sales charge is 5.75% for Class I and 1% for Class II.

Qualified Retirement Plan(s) - An employer sponsored pension or profit-sharing
plan that qualifies under section 401 of the Code. Examples include 401(k),
money purchase pension, profit sharing and defined benefit plans.

REIT - Real Estate Investment Trust

Resources - Franklin Resources, Inc.

SAI - Statement of Additional Information

S&P - Standard & Poor's Corporation

SEC - U.S. Securities and Exchange Commission

Securities Dealer - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the Fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.

SEP - An employer sponsored simplified employee pension plan established under
section 408(k) of the Code

- Templeton World Fund

PAGE

TeleFACTS(@) - Franklin Templeton's automated customer servicing system

Templeton Funds - The U.S. registered mutual funds in the Templeton Group of
Funds except Templeton Capital Accumulator Fund, Inc., Templeton Variable
Annuity Fund, and Templeton Variable Products Series Fund

TGAL - Templeton Global Advisers Limited, the Fund's investment manager, is
located in Lyford Cay, Nassau, Bahamas.

Trust Company - Franklin Templeton Trust Company. Trust Company is an affiliate
of Distributors and both are wholly owned subsidiaries of Resources.

U.S. - United States

We/Our/Us - Unless the context indicates a different meaning, these terms refer
to the Fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.

Templeton World Fund -

PAGE

INSTRUCTIONS AND IMPORTANT NOTICE

SUBSTITUTE W-9 INSTRUCTIONS INFORMATION

General. Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.

Obtaining a Number. If you do not have a Social Security Number/Taxpayer
Identification Number or you do not know your SSN/TIN, you must obtain Form
SS-5 or Form SS-4 from your local Social Security or IRS office and apply for
one. If you have checked the "Awaiting TIN" box and signed the certification,
withholding will apply to payments relating to your account unless you provide
a certified TIN within 60 days.

What SSN/TIN to Give. Please refer to the following guidelines:

<TABLE>
<CAPTION>
ACCOUNT TYPE GIVE SSN OF ACCOUNT TYPE GIVE EMPLOYER ID # OF
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
- -Individual Individual -Trust, Estate, or Trust, Estate, or
Pension Plan Trust Pension Plan Trust
- --------------------------------------------------------------------------------
- -Joint Individual Owner who will -Corporation, Corporation,
be paying tax Partnership, or Partnership, or
or first-named other organization other organization
individual
- --------------------------------------------------------------------------------
- -Unif. Gift/ Minor -Broker nominee Broker nominee
Transfer to Minor
- --------------------------------------------------------------------------------
- -Sole Proprietor Owner of
business
- --------------------------------------------------------------------------------
- -Legal Guardian Ward, Minor,
or Incompetent
- --------------------------------------------------------------------------------
</TABLE>

Exempt Recipients. Please provide your TIN and check the "Exempt Recipient" box
if you are an exempt recipient. Exempt recipients include:

A corporation

A financial institution

An organization exempt from tax under section 501(a), or an individual
retirement plan

A registered dealer in securities or commodities registered in the U.S. or a
U.S. possession

A real estate investment trust

A common trust fund operated by a bank under section 584(a)

- Templeton World Fund

PAGE

An exempt charitable remainder trust or a non-exempt trust described in section
4947(a)(1)

An entity registered at all times under the Investment Company Act of 1940

IRS Penalties. If you do not supply us with your SSN/TIN, you will be subject to
an IRS $50 penalty unless your failure is due to reasonable cause and not
willful neglect. If you fail to report certain income on your federal income
tax return, you will be treated as negligent and subject to an IRS 20% penalty
on any underpayment of tax attributable to such negligence, unless there was
reasonable cause for the resulting underpayment and you acted in good faith. If
you falsify information on this form or make any other false statement
resulting in no backup withholding on an account which should be subject to
backup withholding, you may be subject to an IRS $500 penalty and certain
criminal penalties including fines and imprisonment.

SUBSTITUTE W-8 INSTRUCTIONS INFORMATION

Exempt Foreign Person. Check the "Exempt Foreign Person" box if you qualify as
a non-resident alien or foreign entity that is not subject to certain U.S.
information return reporting or to backup withholding rules. Dividends paid to
your account may be subject to withholding of up to 30%. You are an "Exempt
Foreign Person" if you are not (1) a citizen or resident of the U.S., or (2) a
U.S. corporation, partnership, estate, or trust. In the case of an individual,
an "Exempt Foreign Person" is one who has been physically present in the U.S.
for less than 31 days during the current calendar year. An individual who is
physically present in the U.S. for at least 31 days during the current calendar
year will still be treated as an "Exempt Foreign Person," provided that the
total number of days physically present in the current calendar year and the two
preceding calendar years does not exceed 183 days (counting all of the days in
the current calendar year, only one-third of the days in the first preceding
calendar year and only one-sixth of the days in the second preceding calendar
year). In addition, lawful permanent residents or green card holders may not be
treated as "Exempt Foreign Persons." If you are an individual or an entity, you
must not now be, or at this time expect to be, engaged in a U.S. trade or
business with respect to which any gain derived from transactions effected by
the Fund/Payer during the calendar year is effectively connected to the U.S.
(or your transactions are exempt from U.S. taxes under a tax treaty).

Permanent Address. The Shareholder Application must contain your permanent
address if you are an "Exempt Foreign Person." If you are an individual, provide
your permanent address. If you are a partnership or corporation, provide the

Templeton World Fund -

PAGE

address of your principal office. If you are an estate or trust, provide the
address of your permanent residence or the principal office of any fiduciary.

Notice of Change in Status. If you become a U.S. citizen or resident after you
have provided certification of your foreign status, or if you cease to be an
"Exempt Foreign Person," you must notify the Fund/Payer within 30 days of your
change in status. Reporting will then begin on the account(s) listed, and
backup withholding may also begin unless you certify to the Fund/Payer that (1)
the taxpayer identification number you have given is correct, and (2) the
Internal Revenue Service has not notified you that you are subject to backup
withholding because you failed to report certain interest or dividend income.
You may use Form W-9, "Payer's Request for Taxpayer Identification Number and
Certification," to make these certifications. If an account is no longer active,
you do not have to notify a Fund/Payer or broker of your change in status
unless you also have another account with the same Fund/Payer that is still
active. If you receive interest from more than one Fund/Payer or have dealings
with more than one broker or barter exchange, file a certificate with each. If
you have more than one account with the same Fund/Payer, the Fund/Payer may
require you to file a separate certificate for each account.

When to File. File these certifications with the Fund before a payment is made
to you, unless you have already done this in either of the two preceding
calendar years.

How Often You Must File. This certificate generally remains in effect for three
calendar years. A Fund/Payer or broker, however, may require that a new
certificate be filed each time a payment is made. On joint accounts for which
each joint owner is a foreign person, each must provide a certification of
foreign status.

- Templeton World Fund

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FOR CORPORATE SHAREHOLDERS--FORM OF RESOLUTION

It will be necessary for corporate shareholders to provide a certified copy of a
resolution or other certificate of authority to authorize the purchase as well
as sale (redemption) of shares and withdrawals by checks or drafts. You may use
the following form of resolution or you may prefer to use your own. It is
understood that the Fund, Franklin Templeton Distributors, Inc., Franklin
Templeton Investor Services, Inc., the custodian bank and their affiliates may
rely upon these authorizations until revoked or amended by written notice
delivered by registered or certified mail to the Fund.

CERTIFIED COPY OF RESOLUTION (Corporation or Association)

The undersigned hereby certifies and affirms that he/she is the duly elected

------------------------------- of ------------------------------------

Title Corporate Name

a _______________________________ organized under the laws of the State of
Type of Organization
___________________ and that the following is a true and correct copy
State
of a resolution adopted by the Board of Directors at a meeting duly called and
held on __________________________
Date

RESOLVED, that the ______________________________________________________

Officers' Titles
of this Corporation or Association are authorized to open an account in
the name of the Corporation or Association with one or more of the
Franklin Group of Funds or Templeton Family of Funds (collectively, the
"Funds") and to deposit such funds of this Corporation or Association in
this account as they deem necessary or desirable; that the persons
authorized below may endorse checks and other instruments for deposit to
said account or accounts; and

FURTHER RESOLVED, that any of the following __________ officers are
number
authorized to sign any share assignment on behalf of this Corporation or
Association and to take any other actions as may be necessary to sell or
redeem its shares in the Funds or to sign checks or drafts withdrawing
funds from the account; and

FURTHER RESOLVED, that this Corporation or Association shall hold
harmless, indemnify, and defend the Funds, their custodian bank, Franklin
Templeton Distributors, Inc., Franklin Templeton Investor Services, Inc.,
and their affiliates, from any claim, loss or liability resulting in whole
or in

Templeton World Fund -

PAGE

part, directly or indirectly, from their reliance from time to time upon
any certifications by the secretary or any assistant secretary of this
Corporation or Association as to the names of the individuals occupying
such offices and their acting in reliance upon these resolutions until
actual receipt by them of a certified copy of a resolution of the Board of
Directors of the Corporation or Association modifying or revoking any or
all such resolutions.

The undersigned further certifies that the below named persons, whose
signatures appear opposite their names and office titles, are duly elected
officers of the Corporation or Association. (Attach additional list if
necessary.)

name/title (please print or type) Signature

Name of Corporation or Association Date

Certified from minutes

Name and Title

CORPORATE SEAL (if appropriate)

- Templeton World Fund

PAGE

FRANKLIN TEMPLETON

TELEPHONE REDEMPTION AUTHORIZATION AGREEMENT

You may use Franklin Templeton's telephone redemption privilege to redeem
uncertificated Franklin Templeton Fund shares for up to $50,000 (or your
shareholder account balance, whichever is less) per day, per fund account in
accordance with the terms of the Funds' prospectus.

The telephone redemption privilege is available only to shareholders who
specifically request it. If you would like to add this redemption privilege to
the other telephone transaction privileges now automatically available to
Franklin Templeton Fund shareholders, please sign and return this authorization
to Franklin/Templeton Investor Services, Inc. ("Investor Services"), transfer
agent and shareholder servicing agent for the Franklin Templeton Funds.

Shareholder Authorization: I/We request the telephone redemption privilege under
the terms described below and in the prospectus for each investment company in
Franklin Templeton (a "Franklin Templeton Fund" or a "Fund"), now open or
opened at a later date, holding shares registered as follows:

- --------------------------------------------------------------------------------

Print name(s) as shown in registration (called "Shareholder")

- --------------------------------------------------------------------------------

Account number(s)

I/We authorize each Fund and Investor Services to honor and act upon telephone
requests, given as provided in this agreement, to redeem shares from any
Shareholder account.

- -------------------------------------
- -------------------------------------

Signature(s) of all registered owners and date

- -------------------------------------
- -------------------------------------

Printed name (and title/capacity, if applicable)

Verification Procedures: I/We understand and agree that: (1) each Fund and
Investor Services will employ reasonable procedures to confirm that redemption
instructions communicated by telephone are genuine and that if these
confirmation procedures are not followed, the Fund or Investor Services may be
liable for any losses due to unauthorized or fraudulent telephone instructions;
(2) the confirmation procedures will include the recording of telephone calls
requesting redemptions, requiring that the caller provide certain personal
and/or account information requested by the telephone service agent at the time
of the call for the purpose of establishing the caller's identification, and
the sending of confirmation statements to the address of record each time a
redemption is

Templeton World Fund -

PAGE

initiated by telephone; and (3) as long as the Fund and Investor Services follow
the confirmation procedures in acting on instructions communicated by telephone
which were reasonably believed to be genuine at the time of receipt, neither
they nor their parent or affiliates will be liable for any loss, damages or
expenses caused by an unauthorized or fraudulent redemption request.

Jointly Owned/Co-Trustee Accounts: Each of us signing this agreement as either
joint owners or co-trustees authorize each Fund and Investor Services to honor
telephone redemption requests given by ANY ONE of the signers or our investment
representative of record, if any, ACTING ALONE.

Appointment of Attorney-in-Fact: In order to issue telephone redemption requests
acting alone, each of us individually makes the following appointment: I hereby
appoint the other joint owner(s)/co-trustee(s) as my agent(s)
(attorney[s]-in-fact) with full power and authority to individually act for me
in any lawful way with respect to the issuance of instructions to a Fund or
Investor Services in accordance with the telephone redemption privilege we have
requested by signing this agreement. This appointment shall not be affected by
my subsequent disability or incompetency and shall remain in effect until it is
revoked by either written notice from any one of us delivered to a Fund or
Investor Services by registered mail, return receipt requested, or by a Fund or
Investor Services upon receipt of any information that causes a Fund or
Investor Services to believe in good faith that there is or that there may be a
dispute among any of us with respect to the Franklin Templeton Fund account(s)
covered by this agreement. Each of us agrees to notify the Fund or Investor
Services immediately upon the death of any of the undersigned.

Corporate/Partnership/Trust/Retirement Accounts: The Shareholder and each of us
signing this agreement on behalf of the Shareholder represent and warrant to
each Franklin Templeton Fund and Investor Services that the Shareholder has the
authority to enter into this agreement and that each of us are duly authorized
to execute this agreement on behalf of the Shareholder. The Shareholder agrees
that its election of the telephone redemption privilege means that a Fund or
Investor Services may honor a telephone redemption request given by ANY officer/
partner/member/administrator or agent of Shareholder ACTING ALONE.

Restricted Accounts: Telephone redemptions and dividend option changes may not
be accepted on Franklin Templeton Trust Company retirement accounts.

PLEASE RETURN THIS FORM TO:

Franklin/Templeton Investor Services, Inc.
P.O. Box 33030
St. Petersburg, FL 33733-8030

- Templeton World Fund

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FRANKLIN TEMPLETON GROUP OF FUNDS

LITERATURE REQUEST Call 1-800/DIAL BEN (1-800/342-5236) today for a free
descriptive brochure and prospectus on any of the funds listed below. The
prospectus contains more complete information, including fees, charges and
expenses, and should be read carefully before investing or sending money.

INTERNATIONAL GROWTH

Franklin Global Health Care Fund
Franklin International Equity Fund
Franklin Templeton Japan Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Global Infrastructure Fund
Templeton Global
Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller
Companies Fund
Templeton Greater European Fund
Templeton Growth Fund
Templeton Latin America Fund
Templeton Pacific Growth Fund
Templeton World Fund

INTERNATIONAL GROWTH
AND INCOME

Franklin Global Utilities Fund
Franklin Templeton German
Government Bond Fund
Franklin Templeton
Global Currency Fund

Mutual European Fund

Templeton Global Bond Fund
Templeton Growth and Income Fund

INTERNATIONAL INCOME
Franklin Global Government

Income Fund
Franklin Templeton Hard
Currency Fund
Franklin Templeton High
Income Currency Fund
Templeton Americas
Government Securities Fund

GROWTH
Franklin Blue Chip Fund

Franklin California Growth Fund
Franklin DynaTech Fund
Franklin Equity Fund
Franklin Gold Fund
Franklin Growth Fund

Franklin MidCap Growth Fund

Franklin Small Cap Growth Fund

Mutual Discovery Fund

GROWTH AND INCOME

Franklin Asset Allocation Fund
Franklin Balance Sheet
Investment Fund
Franklin Convertible Securities Fund
Franklin Equity Income Fund
Franklin Income Fund
Franklin MicroCap Value Fund
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund
Franklin Strategic Income Fund
Franklin Utilities Fund
Franklin Value Fund

Mutual Beacon Fund

Mutual Qualified Fund

Mutual Shares Fund

Templeton American Trust, Inc.

INCOME

Franklin Adjustable Rate
Securities Fund
Franklin Adjustable U.S.
Government Securities Fund
Franklin AGE High Income Fund
Franklin Investment
Grade Income Fund
Franklin Short-Intermediate U.S.
Government Securities Fund
Franklin U.S. Government
Securities Fund
Franklin Money Fund
Franklin Federal Money Fund

FOR NON-U.S. INVESTORS:
Franklin Tax-Advantaged
High Yield Securities Fund
Franklin Tax-Advantaged
International Bond Fund
Franklin Tax-Advantaged U.S.
Government Securities Fund

FOR CORPORATIONS:
Franklin Corporate Qualified
Dividend Fund

FRANKLIN FUNDS SEEKING

TAX-FREE INCOME

Federal Intermediate-Term
Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund
Puerto Rico Tax-Free Income Fund
Tax-Exempt Money Fund

FRANKLIN STATE-SPECIFIC FUNDS

SEEKING TAX-FREE INCOME

Alabama
Arizona*
Arkansas**
California*
Colorado
Connecticut
Florida*
Georgia
Hawaii**
Indiana
Kentucky
Louisiana
Maryland
Massachusetts***
Michigan*
Minnesota***
Missouri
New Jersey
New York*
North Carolina
Ohio***
Oregon
Pennsylvania
Tennessee**
Texas
Virginia
Washington**

VARIABLE ANNUITIES

Franklin Valuemark(SM)
Franklin Templeton Valuemark
Income Plus (an immediate annuity)

*Two or more fund options available: long-term portfolio, intermediate-term
portfolio, a portfolio of insured municipal securities, and/or a high yield
portfolio (CA) and a money market portfolio (CA and NY).
**The fund may invest up to 100% of its assets in bonds that pay interest
subject to the federal alternative minimum tax.
***Portfolio of insured municipal securities.

TL102 P 01/97

PAGE

TEMPLETON

WORLD FUND

P.O. Box 33031

St. Petersburg, FL 33733-8031

- ---------------------------------

ADDRESS CORRECTION REQUESTED

TL102 P 01/97 (LOGO) Printed on recycled paper

PAGE

Logo Appears Here
FRANKLIN TEMPLETON

TEMPLETON
FUNDS

P.O. Box 33031
St. Petersburg, FL
33733-8031
1-800-393-3001

Please do not use this form for any retirement plan for which Franklin
Templeton Trust Company serves as custodian or trustee, or for Templeton
Money Fund, Templeton Institutional Funds or Templeton Capital Accumulator
Fund. Request separate applications.

SHAREHOLDER APPLICATION OR REVISION [] Please check the box if this is a
revision and see Section 8

Please check Class I or Class II, if applicable, next to your Fund selection.
Class I and Class II shares have different sales charges and operating expenses,
among other differences, as described in each Fund's prospectus.Date
- ------------------
CLASS
I II Templeton
[ ] [ ] $______American Trust
[ ] ______Americas Government Securities Fund
[ ] [ ] ______Developing Markets Trust
[ ] [ ] ______Foreign Fund
[ ] [ ] ______Global Bond Fund

CLASS
I II Templeton
[ ] [ ]$______Global Infrastructure Fund
[ ] [ ] ______Global Opportunities Trust
[ ] [ ] ______Global Real Estate Fund
[ ] [ ] ______Global Smaller Companies Fund
[ ] [ ] ______Greater European Fund

CLASS
I II Templeton
[ ] [ ]$______Growth Fund
[ ] [ ] ______Growth and Income Fund
[ ] ______Japan Fund
[ ] [ ] ______Latin America Fund
[ ] [ ] ______World Fund

CLASS
I II
[ ] [ ] Other:$______
(except for Class II Money Fund)

-----------------
-----------------
----------------

1 ACCOUNT REGISTRATION - PLEASE PRINT

n INDIVIDUAL OR JOINT ACCOUNT

- -------------------------------------------------------------------------------
First name Middle initial Last name Social Security number(SSN)

- -------------------------------------------------------------------------------
Joint owner(s) Joint ownership means Social Security number (SSN)
"joint tenants with rights of
survivorship" unless otherwise specified.)
ALL OWNERS MUST SIGN SECTION 4.

[] GIFTS/TRANSFERS TO A MINOR

- ----------------------------------------- As Custodian For -----------------
Name of custodian (one only) Minor's name (one only)

- ----------------------------------------- Uniform Gifts/
Transfers to Minors Act-------------

State (minor's or custodian's state Minor's Social Security number
of residence)
Please Note: Custodian's signature, not minor's, is required in Section 4.

- ------------------------------------------------------------------------------
[ ] TRUST, CORPORATION, PARTNERSHIP, RETIREMENTPLAN, OR OTHER ENTITY

- ------------------------------------------ ----------------------------------
Name Taxpayer identification number(TIN)

- -------------------------------------------
Name of beneficiary (if to be included in Date of trust document (must be
the registration) completed for registration)

- -------------------------------------------------------------------------------
Name of each trustee (if to be included in the registration)
==============================================================================
2 ADDRESS

- --------------------------------------- Daytime Telephone(---)-----------------
Street address (P.O. Box acceptable if Area code
street address is given)

- --------------------------------------- Evening Telephone(---)---------------
City State Zip code Area code

I am a citizen of: [ ] U.S. or [ ]_________________________________________
===============================================================================
3 INITIAL INVESTMENT - $100 minimum initial investment

Enclosed is a check payable to the Fund indicated above for $__________________.
===============================================================================
4 SIGNATURE AND TAX CERTIFICATIONS - All registered owners must sign application

See "Important Notice Regarding Taxpayer IRS Certifications" in back of
prospectus. The Fund reserves the right to refuse to open an account without
either a certified taxpayer identification number ("TIN"), Social Security
number ("SSN"), or a certification of foreign status. Failure to provide tax
certifications in this section may result in backup withholding on payments
relating to your account and/or in your inability to qualify for treaty
withholding rates. I am not subject to backup withholding because I have not
been notified by the IRS that I am subject to backup withholding as a result of
a failure to report all interest or dividends or because the IRShas notified me
that I am no longer subject to backup withholding. (If you are currently subject
to backup withholding as a result of a failure to report all interest or
dividends, please cross out the preceding statement.)

[ ] The number shown above is my correct TIN or SSN, or that of the minor
named in section 1.
[ ] Awaiting TIN. I am waiting for a number to be issued to me. I understand
that if I do not provide a TIN to the Fund within 60 days, the Fund is
required to commence 31% backup withholding until I provide a certified TIN.
[ ] Exempt Recipient. Individuals cannot be exempt. Check this box only after
reading the instructions, found in the back of the Fund's prospectus,
to see whether you qualify as an exempt recipient. (You should still
provide a TIN.)
[ ] Exempt Foreign Person. Check this box only if the following statement
applies: "I am neither a citizen nor a resident of the United States. I
certify to the best of my knowledge and belief, I qualify as an exempt
foreign person and/or entity as described in the instructions, found in
the back of the Fund's prospectus."

Permanent address for income
tax purposes:---------------------------------------------------------------
Street Address City State Country Postal Code

PLEASE NOTE: The IRS only allows one TIN to be listed on an account. On joint
accounts, it is preferred that the primary account owner (or person listed
first on the account) list his/her number as requested above.

Certification - Under the penalties of perjury, I/we certify that (1) the
information provided on this application is true, correct and complete,
(2) I/we have read the prospectus(es) for the Fund(s) in which I am/we are
investing and agree to the terms thereof, and (3) I am/we are of legal age or
an emancipated minor. I/we acknowledge that shares of the Fund(s) are not
insured or guaranteed by any agency or institution and that an investment in
fund shares involves risks, including the possible loss of the principal amount
invested.
X X
- ------------------------------------------------------------------------------
Signature Signature
X X
- -------------------------------------------------------------------------------
Signature Signature Please make a photocopy of this application for your
records.
=============================================================================
5 BROKER/DEALER USE ONLY - Please print
Franklin Templeton Dealer #
We hereby submit this application for the purchase of shares of the Fund(s)
and class(es) indicated in accordance with the terms of our selling agreement
with Franklin/Templeton Distributors, Inc.("FTD"), and with the prospectus(es)
for the Funds. We agree to notify FTD of any purchases of Class I shares which
may be eligible for reduced or eliminated sales charges.

WIRE ORDER ONLY: The attached check for $________________________ should be
applied against wire order confirmation number________________________
dated____________________ for________________________ shares

Securities Dealer Name
-------------------------------------------------------
Main Office Address Main Office Telephone Number
-------------------- ---------
Branch # ___________Representative # ______Representative Name ______________

Branch Address _____________________________Branch Telephone Number----------

Authorized Signature, Securities Dealer _______________ Title----------------

ACCEPTED: Franklin/Templeton Distributors, Inc. By __________------ Date-----

Please see reverse side for shareholder account privileges.
This application must be preceded or accompanied by a prospectus for the
Fund(s) being purchased.

TLGOF APP 08/96

6 DISTRIBUTION OPTIONS - Check one
Check one - if no box is checked, all dividends and capital gains will be
reinvested in additional shares of the Fund.

[ ] Reinvest all dividends and capital gains. [ ] Pay all dividends in cash
and reinvest capital gains.
[ ] Pay capital gains in cash and reinvest [ ] Pay all dividends and
dividends. capital gains in cash.
===============================================================================
7 OPTIONAL SHAREHOLDER PRIVILEGES
A. Special Payment Instructions for Distributions (Check one box)
[ ] Invest distributions, as noted in Section 6, or l withdrawals, as noted in
Section 7B, in another Franklin or Templeton Fund.
Restrictions may apply to purchases of shares of a different class. See the
prospectus for details.

Fund Name___________________________________ Existing Account Number

OR
[ ] Send my distributions, as noted in Section 6, to the person, named below,
instead of as registered and addressed in Sections 1 and 2.
Name ___________________________________ Street Address____________________
City____________________________________ State _____________ ZipCode_______

- ------------------------------------------------------------------------------
B. Systematic Withdrawal Plan
Please withdraw from my Franklin Templeton account $_______________________
($50 minimum) [ ] Monthly [ ] Quarterly [ ] Semi-Annually or [ ] Annually
as set forth in the prospectus, starting in ________________________________
(month). The net asset value of the shares held must be at least $5,000 at
the time the plan is established. Additional restrictions may apply to
Class II or other shares subject to contingent deferred sales charge,
as described in the prospectus. Send the withdrawals to: [ ] address of
record OR [ ] the Franklin or Templeton Fund, or person specified in
Section 7A - Special Payment Instructions for Distributions.

- -------------------------------------------------------------------------------
C. TELEPHONE TRANSACTIONS
TELEPHONE EXCHANGE PRIVILEGE: If the Fund does not receive specific
instructions from the shareholder, either in writing or by telephone, the
Telephone Exchange Privilege (see the prospectus) is automatically extended to
each account. The shareholder should understand, however, that the Fund and
Franklin Templeton Investor Services, Inc. ("FTI") or Franklin Templeton Trust
Company and their agents will not be liable for any loss, injury, damage or
expense as a result of acting upon instructions communicated by telephone
reasonably believed to be genuine. The shareholder agrees to hold the Fund and
its agents harmless from any loss, claims, or liability arising from its or
their compliance with such instructions. The shareholder understands that this
option is subject to the terms and conditions set forth in the prospectus of the
fund to be acquired.
[ ] No, I do NOTwish to participate in the Telephone Exchange Privilege or
authorize the Fund or its agents, including FTI or Templeton Funds Trust
Company, to act upon instructions received by telephone to exchange shares
for shares of any other account(s) within the Franklin Templeton Group of Funds.
TELEPHONE REDEMPTION PRIVILEGE: This is available to shareholders who
specifically request it and who complete the Franklin Templeton Telephone
Redemption Authorization Agreement in the back of the Fund's prospectus.

- -------------------------------------------------------------------------------
D. AUTOMATIC INVESTMENT PLAN
IMPORTANT: ATTACH AN UNSIGNED, VOIDED CHECK (FOR CHECKING ACCOUNTS) OR A
SAVINGS ACCOUNT DEPOSIT SLIP HERE, AND COMPLETE THE INFORMATION BELOW.
I/We would like to establish an Automatic Investment Plan (the "Plan") as
described in the prospectus. I/We agree to reimburse FTI and/or FTD for any
expenses or losses that they may incur in connection with my/our Plan, including
any caused by my/our bank's failure to act in accordance with my/our request. If
my/our bank makes any erroneous payment or fails to make a payment after shares
are purchased on my/our behalf, any such purchase may be cancelled and I/we
hereby authorize redemptions and/or deductions from my/our account for that
purpose.
Debit my (circle one) savings, checking, other ___________________________
account monthly for $________________________ ($25 minimum) on or about the
[ ]1st [ ]5th [ ]15th or [ ]20th day starting ______________________ (month),
to be invested in (name of Fund) ___________________________________ Account
Number (if known) _______________________________________________
INSTRUCTIONS TO BANK - AUTOMATIC INVESTMENT PLAN AUTHORIZATION
To:
----------------------------------------------------- ------------------
Name of Your Bank ABA Number

------------------------------- ------------------- ----------- --------
Street Address City State Zip Code
I/We authorize you to charge my/our Checking/Savings account and to make
payment to FTD, upon instructions from FTD. I/We agree that in making payment
for such charges your rights shall be the same as if each were a charge made
and signed personally by me(us). This authority shall remain in effect until
you receive written notice from me/us changing its terms or revoking it. Until
you actually receive such notice, I/we agree that you shall be fully
protected in paying any charge under this authority. I/We further agree that
if any such charge is not made, whether with or without cause
and whether intentionally or inadvertently, you shall be under no liability
whatsoever.
X
- -------------------------------------------------------- ----------------
Signature(s) EXACTLY as shown on your bank records Date

- -------------------------------------------------------- ---------------------
Print Name(s) Account Number

- ------------------------------- ------------------ ------------- ------------
Your Street Address City State Zip Code

- -------------------------------------------------------------------------------
E. Letter of Intent (LOI)-- Not Applicable to Purchases of Class II
[ ]I/We agree to the terms of the LOI and provisions for reservations of Class I
shares and grant FTD the security interest set forth in the prospectus. Although
I am/we are not obligated to do so, it is my/our intention to invest over a 13
month period in Class I and/or Class II shares of one or more Franklin or
Templeton Funds (including all money market funds in the Franklin Templeton
Group) an aggregate amount at least equal to that which is checked below. I
understand that reduced sales charges will apply only to purchases of Class I
shares.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C>
[ ]$50,000-99,999(except for Global Bond Fund [ ] $100,000-249,999 []$250,000-499,999 [] $500,000-999,999 []$1,000,000 or more
and Americas Government Securities Fund)

</TABLE>

Purchases of Class I shares under LOI of $1,000,000 or more are made at net
asset value and may be subject to a contingent deferred sales charge as
described in the prospectus.
Purchases made within the last 90 days will be included as part of your LOI.
However, certain employee benefit plans are subject to different rules.
Please write in your account number(s)
----------- ------------ ------------
- -------------------------------------------------------------------------------
F. Cumulative Quantity Discount--Not Applicable to Purchases of Class II Shares
Class I shares may be purchased at the offering price applicable to the total
of (a) the dollar amount then being purchased plus (b) the amount equal to the
cost or current value (whichever is higher) of the combined holdings of the
purchaser, his or her spouse, and their children or grandchildren under age 21,
of Class I and/or Class II shares of funds in Franklin Templeton, as well as
other holdings of Franklin Templeton Investments, as that term is defined in the
prospectus. In order for this cumulative quantity discount to be made available,
the shareholder or his or her securities dealer must notify FTIor FTD of the
total holdings in Franklin Templeton each time an order is placed. I understand
that reduced sales charges will apply only to purchases of Class I shares.
[ ]I/We own shares of more than one Fund in Franklin Templeton and qualify for
the Cumulative Quantity Discount described above and in the prospectus.
My/Our other account number(s) are
----------- ------------ ---------------
===============================================================================
8 ACCOUNT REVISION (if applicable)

If you are using this application to revise your account registration
(Section 1), or wish to have distribution income sent to an address other than
the address on your existing account's registration (Section 7A), a signature
guarantee is required. Signatures of all registered owners must be guaranteed by
an "eligible guarantor institution" as defined in the "How to Sell Shares of the
Fund" section in the Fund's prospectus. A notary public is not an acceptable
guarantor.
X
- ------------------------------------------------- ----------------------------
Signature(s) of registered account owners Account number(s)
X
------------------------------------------------ ----------------------------

X
- ------------------------------------------------

X
- ------------------------------------------------- ----------------------------
Signature guarantee stamp
NOTE: For any change in registration, please send us any outstanding
certificates by registered mail.

PAGE

PART A
PROSPECTUS
TEMPLETON FOREIGN FUND

PAGE

PROSPECTUS

& APPLICATION

LOGO

TEMPLETON

FOREIGN

FUND

--------------------------------------------------

JANUARY 1, 1997

INVESTMENT STRATEGY:

GLOBAL GROWTH

LOGO
- --------------------------------------------------------------------------------

This prospectus describes the Class I and Class II shares of Templeton
Foreign Fund (the "Fund"). It contains information you should know before
investing in the Fund. Please keep it for future reference.

The Fund's Class I and Class II SAI, dated January 1, 1997, as may be
amended from time to time, includes more information about the Fund's
procedures and policies. It has been filed with the SEC and is
incorporated by reference into this prospectus. For a free copy or a
larger print version of this prospectus, call 1-800/DIAL BEN or write
the Fund at the address shown.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

PAGE

TEMPLETON FOREIGN

FUND

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This prospectus is not an offering of the securities herein

described in any state in which the offering is not authorized.

No sales representative, dealer, or other person is

authorized to give any information or make any representations

other than those contained in this prospectus. Further

information may be obtained from Distributors.

----------------------------------------------------------

When reading this prospectus, you will see
certain terms beginning with capital letters.

This means the term is explained

in our glossary section.

PAGE

<TABLE>
<S> <C> <C>
TABLE OF CONTENTS
ABOUT THE FUND
Expense Summary ....................2
Financial
Highlights .................... 4
How Does the Fund Invest Its
Assets? ....... 5
What Are the Fund's Potential
Risks? ........ 6
Who Manages the
Fund? ................ 9
How Does the Fund Measure
Performance? ... 12
How Is the Fund
Organized? ............ 12
How Taxation Affects You and the
Fund ...... 13
ABOUT YOUR ACCOUNT
How Do I Buy
Shares? ................ 14
May I Exchange Shares for Shares of
Another Fund? .. 20
TEMPLETON How Do I Sell
FOREIGN Shares? ................. 24
FUND What Distributions Might I Receive
- ------------------------ From the Fund? .. 26
January 1, 1997 Transaction Procedures and Special
Requirements ... 27
Services to Help You Manage Your
700 Central Avenue Account ..... 32
St. Petersburg, Florida GLOSSARY
33701 Useful Terms and
1-800/DIAL BEN Definitions .............. 35
</TABLE>

PAGE

ABOUT THE FUND

EXPENSE SUMMARY

This table is designed to help you understand the costs of investing in the
Fund. It is based on the historical expenses of the Class I and Class II shares
for the fiscal year ended August 31, 1996. Your actual expenses may vary.

<TABLE>
<S> <C> <C> <C> <C>
Class Class
A. Shareholder Transaction Expenses(+) I II
Maximum Sales Charge
(as a percentage of Offering Price) 5.75% 1.99%
Paid at time of purchase 5.75%(++) 1.00%(+++)
Paid at redemption(++++) NONE 0.99%
Exchange Fee (per transaction) $5.00* $5.00*
B. Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.61% 0.61%
Rule 12b-1 Fees 0.25%** 1.00%**
Other Expenses 0.26% 0.26%
------ ------
Total Fund Operating Expenses 1.12% 1.87%
------ ------
C. Example
</TABLE>

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
-----------------------------------------------------------------
CLASS I $68*** $91 $116 $186
CLASS
II $39 $68 $110 $227
</TABLE>

For the same Class II investment, you would pay projected expenses of $29
if you did not sell your shares at the end of the first year. Your
projected expenses for the remaining periods would be the same.

(+)If your transaction is processed through your Securities Dealer you may be
charged a fee by your Securities Dealer for this service.

(++)There is no front-end sales charge if you invest $1 million or more in
Class I shares.

(+++)Although Class II has a lower front-end sales charge than Class I, its
Rule 12b-1 fees are higher. Over time you may pay more for Class II shares.
Please see "How Do I Buy Shares? - Deciding Which Class to Buy."

- Templeton Foreign Fund

PAGE

*$5.00 fee is only for Market Timers. We process all other exchanges without a
fee.

**The combination of front-end sales charges and Rule 12b-1 fees could cause
long-term shareholders to pay more than the economic equivalent of the maximum
front-end sales charge permitted under the NASD's rules.

***Assumes a Contingent Deferred Sales Charge will not apply.

Templeton Foreign Fund -

PAGE

FINANCIAL HIGHLIGHTS

Class I Shares

<TABLE>
<CAPTION>
Year Ended August
31 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------
Per Share
Operating
Performance(+)
(For a share
outstanding
throughout the
year)
Net asset value,
beginning of year $ 9.62 $ 10.01 $ 8.74 $ 7.92 $ 7.91 $ 8.19 $ 7.60 $ 6.37 $ 7.73 $ 5.34
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income from
investment
operations:
Net investment
income .27 .23 .14 .14 .20 .25 .25 .22 .21 .16
Net realized and
unrealized gain .69 .05 1.39 1.21 .43 .03 .92 1.60 (.97) 2.71
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total from
investment
operations .96 .28 1.53 1.35 .63 .28 1.17 1.82 (.76) 2.87
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Distributions:
Dividends from
net investment
income (.25) (.16) (.13) (.19) (.23) (.26) (.25) (.21) (.19) (.13)
Distributions
from net
realized gains (.36) (.51) (.13) (.34) (.39) (.30) (.33) (.38) (.41) (.35)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total
distributions (.61) (.67) (.26) (.53) (.62) (.56) (.58) (.59) (.60) (.48)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Change in net
asset value .35 (.39) 1.27 .82 .01 (.28) .59 1.23 (1.36) 2.39
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value,
end of year $ 9.97 $ 9.62 $ 10.01 $ 8.74 $ 7.92 $ 7.91 $ 8.19 $ 7.60 $ 6.37 $ 7.73
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
Total Return* 10.68% 3.14% 17.94% 18.65% 8.52% 4.17% 16.35% 30.99% (8.78)% 59.23%
Ratios/Supplemental
Data
Net assets, end
of year (000) $9,602,209 $6,941,238 $5,014,438 $2,667,771 $1,672,161 $1,211,525 $932,995 $438,571 $292,679 $319,649
Ratio of expenses
to average net
assets 1.12% 1.15% 1.14% 1.12% .94% .80% .77% .81% .81% .77%
Ratio of net
investment income
to average net
assets 3.09% 2.81% 1.84% 2.11% 2.92% 3.59% 3.95% 3.65% 3.29% 2.89%
Portfolio
turnover rate 15.91% 21.78% 36.75% 21.29% 22.00% 19.24% 11.49% 16.62% 20.37% 14.49%
Average
commission rate
paid (per share) $ .0075
</TABLE>

(+)Per share amounts for years ended prior to August 31, 1994 have been
restated to reflect a 3-for-1 stock split effective February 25, 1994.

*Total return does not reflect sales commissions.

- Templeton Foreign Fund

PAGE

Class II Shares

<TABLE>
<CAPTION>
Year Ended August 31 1996 1995(1)
<S> <C> <C>
- ---------------------------------------------------------------------------------
Per Share Operating Performance
(For a share outstanding throughout the period)
Net asset value, beginning of period $ 9.59 $ 9.16
------- -------
Income from investment operations:
Net investment income .30 .03
Net realized and unrealized gain .58 .40
------- -------
Total from investment operations .88 .43
------- -------
Distributions:
Dividends from net investment income (.24) --
Distributions from net realized gains (.36) --
------- -------
Total distributions (.60) --
------- -------
Change in net asset value .28 .43
------- -------
Net asset value, end of period $ 9.87 $ 9.59
======= =======
Total Return* 9.78% 4.81%
Ratios/Supplemental Data
Net assets, end of period (000) $527,443 $63,428
Ratio of expenses to average net assets 1.87% 1.90%**
Ratio of net investment income to average net assets 2.63% 1.86%**
Portfolio turnover rate 15.91% 21.78%
Average commission rate paid (per share) $ .0075
</TABLE>

(1)For the period May 1, 1995 (commencement of sales) through August 31, 1995.

*Total return does not reflect sales commissions or the contingent deferred
sales charge. Not annualized for periods less than one year.

**Annualized.

HOW DOES THE FUND INVEST ITS ASSETS?
The Fund's Investment Objective

The Fund's investment objective is long-term capital growth, which it seeks to
achieve through a flexible policy of investing in stocks and debt obligations of
companies and governments outside the U.S. Any income realized will be
incidental. The objective is a fundamental policy of the Fund and may not be
changed without shareholder approval. Of course, there is no assurance that the
Fund's objective will be achieved.

Although the Fund generally invests in common stock, it may also invest in
preferred stocks and certain debt securities (which may include structured
investments), rated or unrated, such as convertible bonds and bonds selling at a
discount. Whenever, in the judgment of TGAL, market or economic conditions
warrant, the Fund may, for temporary defensive purposes, invest without limit in
U.S. government securities, bank time deposits in the currency of any major
nation and commercial paper meeting the quality ratings set forth under "How
Does the Fund Invest Its Assets?" in the SAI, and purchase from banks or
broker-dealers Canadian or U.S. government securities with a simultaneous

Templeton Foreign Fund -

PAGE

agreement by the seller to repurchase them within no more than seven days at
the original purchase price plus accrued interest.

The Fund may purchase sponsored or unsponsored American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs") (collectively, "depositary receipts"). The Fund may invest no more
than 5% of its total assets in securities issued by any one company or
government, exclusive of U.S. government securities. Although the Fund may
invest up to 25% of its assets in a single industry, it has no present
intention of doing so. The Fund may not invest more than 5% of its assets in
warrants (exclusive of warrants acquired in units or attached to securities)
nor more than 10% of its assets in securities with a limited trading market.
The Investment Objective and Policies described above, as well as most of the
Investment Restrictions described in the SAI, cannot be changed without
shareholder approval. The Fund invests for long-term growth of capital and does
not intend to place emphasis upon short-term trading profits. Accordingly, the
Fund expects to have a portfolio turnover rate of less than 50%.

WHAT ARE THE FUND'S POTENTIAL RISKS?

You should understand that all investments involve risk and there can be no
guarantee against loss resulting from an investment in the Fund, nor can there
be any assurance that the Fund's investment objective will be attained. As with
any investment in securities, the value of, and income from, an investment in
the Fund can decrease as well as increase, depending on a variety of factors
which may affect the values and income generated by the Fund's portfolio
securities, including general economic conditions and market factors. In
addition to the factors which affect the value of individual securities, a
shareholder may anticipate that the value of the shares of the Fund will
fluctuate with movements in the broader equity and bond markets. A decline in
the stock market of any country in which the Fund is invested may also be
reflected in declines in the price of the shares of the Fund. Changes in
currency valuations will also affect the price of the shares of the Fund.
History reflects both decreases and increases in stock markets and currency
valuations, and these may occur unpredictably in the future. The value of debt
securities held by the Fund generally will vary inversely with changes in
prevailing interest rates. Additionally, investment decisions made by TGAL will
not always be profitable or prove to have been correct. The Fund is not
intended as a complete investment program.

- Templeton Foreign Fund

PAGE

is the possibility of expropriation, nationalization or confiscatory taxation,
taxation of income earned in foreign nations or other taxes imposed with respect
to investments in foreign nations, foreign exchange controls (which may include
suspension of the ability to transfer currency from a given country), foreign
investment controls on daily stock market movements, default in foreign
government securities, political or social instability, or diplomatic
developments which could affect investments in securities of issuers in foreign
nations. Some countries may withhold portions of interest and dividends at the
source. In addition, in many countries there is less publicly available
information about issuers than is available in reports about companies in the
U.S. Foreign companies are not generally subject to uniform accounting or
financial reporting standards, and auditing practices and requirements may not
be comparable to those applicable to U.S. companies. The Fund may encounter
difficulties or be unable to vote proxies, exercise shareholder rights, pursue
legal remedies, and obtain judgments in foreign courts.

Brokerage commissions, custodial services, and other costs relating to
investment in foreign countries are generally more expensive than in the U.S.
Foreign securities markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of the Fund are uninvested and no return is
earned thereon. The inability of the Fund to make intended security purchases
due to settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Fund due to subsequent declines
in value of the portfolio security or, if the Fund has entered into a contract
to sell the security, could result in possible liability to the purchaser.

Templeton Foreign Fund -

PAGE

developing countries. Foreign ownership limitations also may be imposed by the
charters of individual companies in developing countries to prevent, among
other concerns, violation of foreign investment limitations.

Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted. In addition, the
issuers of the securities underlying unsponsored depositary receipts are not
obligated to disclose material information in the U.S. and, therefore, there may
be less information available regarding such issuers and there may not be a
correlation between such information and the market value of the depositary
receipts. Depositary receipts also involve the risks of other investments in
foreign securities, as discussed above.

As a non-fundamental policy, the Fund will limit its investments in Russian
securities to 5% of its total assets. Russian securities involve additional
significant risks, including political and social uncertainty (for example,
regional conflicts and risk of war), currency exchange rate volatility,
pervasiveness of corruption and crime in the Russian economic system, delays in
settling portfolio transactions and risk of loss arising out of Russia's system
of share registration and custody. For more information on these risks and
other risks associated with Russian securities, please see "What Are the Fund's
Potential Risks?" in the SAI.

- Templeton Foreign Fund

PAGE

SAI for descriptions of debt securities rated BBB by S&P and Baa by Moody's.
The Board may consider a change in this operating policy if, in its judgment,
economic conditions change such that a higher level of investment in high-risk,
lower quality debt securities would be consistent with the interests of the Fund
and its shareholders. High-risk, lower quality debt securities, commonly known
as junk bonds, are regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation and may be in default. Unrated debt
securities are not necessarily of lower quality than rated securities but they
may not be attractive to as many buyers. Regardless of rating levels, all debt
securities considered for purchase (whether rated or unrated) will be carefully
analyzed by TGAL to insure, to the extent possible, that the planned investment
is sound. The Fund may, from time to time, purchase defaulted debt securities
if, in the opinion of TGAL, the issuer may resume interest payments in the near
future. The Fund will not invest more than 10% of its total assets in defaulted
debt securities, which may be illiquid.

The Fund usually effects currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange market. However, some
price spread on currency exchange (to cover service charges) will be incurred
when the Fund converts assets from one currency to another. There are further
risk considerations, including possible losses through the holding of
securities in domestic and foreign custodial banks and depositories, described
in the SAI.

WHO MANAGES THE FUND?

The Board. The Board oversees the management of the Fund and elects its
officers. The officers are responsible for the Fund's day-to-day operations. The
Board also monitors the Fund to ensure no material conflicts exist among the
classes of shares. While none is expected, the Board will act appropriately to
resolve any material conflict that may arise.

Templeton Foreign Fund -

PAGE

"Miscellaneous Information" in the SAI for information on securities
transactions and a summary of the Fund's Code of Ethics.

Portfolio Management. The lead portfolio manager of the Fund since 1996 is Mark
G. Holowesko. Mr. Holowesko is president of TGAL. He holds a BA in economics
from Holy Cross College and an MBA from Babson College. He is a Chartered
Financial Analyst, Chartered Investment Counselor, and a director and founding
member of the International Society of Financial Analysts. Prior to joining the
Templeton organization, Mr. Holowesko worked with Roy West Trust Corporation
(Bahamas) Limited as an investment analyst. His duties at Roy West included
managing trust and individual accounts, as well as equity market research
worldwide. Mr. Holowesko is responsible for coordinating equity research
worldwide for TGAL and managing several mutual funds.

Jeffrey A. Everett and Richard Sean Farrington exercise secondary portfolio
management responsibilities for the Fund. Mr. Everett is an executive vice
president of TGAL. He holds a BS in finance from Pennsylvania State University
and is also a Chartered Financial Analyst. Prior to joining the Templeton
organization in 1989, Mr. Everett was an investment officer at First
Pennsylvania Investment Research, a division of First Pennsylvania Corporation,
where he analyzed equity and convertible securities. He also coordinated
research for Centre Square Investment Group, the pension management subsidiary
of First Pennsylvania Corporation. Mr. Everett is responsible for managing
several offshore accounts at Templeton, as well as several Templeton funds. His
global research responsibilities encompass industry coverage for broadcasting,
advertising, publishing and real estate, and country responsibilities for Italy
and Australia. Mr. Farrington is a vice president of TGAL. He holds a BA in
economics from Harvard University. Mr. Farrington is a Chartered Financial
Analyst and is currently the president of the Bahamas Society of Financial
Analysts. He joined the Templeton organization in 1991 and is currently a
research analyst and portfolio manager. Mr. Farrington's research
responsibilities include global coverage of electrical equipment industries, as
well as non-U.S. electric utilities. He is also responsible for country
coverage of Hong Kong, China and Taiwan.

Management Fees. For the fiscal year ended August 31, 1996, the Fund paid 0.61%
of its average daily net assets in management fees.

- Templeton Foreign Fund

PAGE

see "How Does the Fund Buy Securities For Its Portfolio?" in the SAI for more
information.

Total Expenses. For the fiscal year ended August 31, 1996, the total Fund
operating expenses were 1.12% and 1.87% of average daily net assets of Class I
shares and Class II shares, respectively.

The Rule 12b-1 Plans

The Fund's Class I and Class II shares each have a distribution plan or "Rule
12b-1 Plan" under which it may reimburse Distributors or others for activities
primarily intended to sell shares of the class. These expenses may include,
among others, distribution or service fees paid to Securities Dealers or others
who have executed a servicing agreement with the Fund, Distributors or its
affiliates, printing prospectuses and reports used for sales purposes, preparing
and distributing sales literature and advertisements, and a prorated portion of
Distributors' overhead expenses.

Payments by the Fund under the Class I plan may not exceed 0.25% per year of
Class I's average daily net assets. Under the plan, costs and expenses not
reimbursed in any quarter (including costs and expenses not reimbursed because
they exceed the applicable limit of the plan) may be reimbursed in subsequent
quarters or years. Distributors has informed the Fund that costs and expenses of
Class I shares that may be reimbursable in future quarters or years were
$2,163,307 (0.02% of its net assets) at August 31, 1996. During the first year
after certain Class I purchases made without a sales charge, Distributors may
keep the Rule 12b-1 fees associated with the purchase.

Templeton Foreign Fund -

PAGE

The Rule 12b-1 fees charged to Class I and Class II are based only on the fees
attributable to that particular class. For more information, please see "The
Fund's Underwriter" in the SAI.

HOW DOES THE FUND MEASURE PERFORMANCE?

Total return is the change in value of an investment over a given period. It
assumes any dividends and capital gains are reinvested.

HOW IS THE FUND ORGANIZED?

The Fund is a diversified series of Templeton Funds, Inc. (the "Company"), an
open-end management investment company, commonly called a mutual fund. It was
organized as a Maryland corporation on August 15, 1977, and is registered with
the SEC under the 1940 Act. The Fund began offering two classes of shares on May
1, 1995: Templeton Foreign Fund - Class I and Templeton Foreign Fund - Class
II. All shares purchased before that time are considered Class I shares.
Additional classes and series of shares may be offered in the future.

- Templeton Foreign Fund

PAGE

rights and preferences as the other classes and series of the Company for
matters that affect the Company as a whole.

The Company does not intend to hold annual shareholder meetings. It may hold a
special meeting of a series, however, for matters requiring shareholder approval
under the 1940 Act. The Company will call a special meeting of shareholders for
the purpose of considering the removal of a Board member if requested in
writing to do so by shareholders holding at least 10% of the outstanding shares.
The 1940 Act requires that we help you communicate with other shareholders in
connection with removing members of the Board.

HOW TAXATION AFFECTS YOU AND THE FUND

Templeton Foreign Fund -

PAGE

ABOUT YOUR ACCOUNT

HOW DO I BUY SHARES?

Opening Your Account

<TABLE>
<CAPTION>
MINIMUM
INVESTMENTS*
<S> <C>
- --------------------------------------
To Open Your Account... $100
To Add to Your
Account.............. $ 25
</TABLE>

*We may waive these minimums for retirement plans. We may also refuse any order
to buy shares.

Deciding Which Class to Buy

Generally, you should consider buying Class I shares if:

- - you expect to invest in the Fund over the long term;

- - you qualify to buy Class I shares at a reduced sales charge; or

- - you plan to buy $1 million or more over time.

You should consider Class II shares if:

- - you expect to invest less than $50,000 in the Franklin Templeton Funds; and

- - you plan to sell a substantial number of your shares within approximately

six years or less of your investment.

- Templeton Foreign Fund

PAGE

Please consider all of these factors before deciding which class of shares to
buy. There are no conversion features attached to either class of shares.

Purchase Price of Fund Shares

<TABLE>
<CAPTION>
TOTAL SALES CHARGE
AT A PERCENTAGE OF AMOUNT PAID
---------------------- TO DEALER AS A
AMOUNT OF PURCHASE OFFERING NET AMOUNT PERCENTAGE OF
AT OFFERING PRICE PRICE INVESTED OFFERING PRICE
<S> <C> <C> <C>
- ------------------------------------------------------------------------------
CLASS I
Less than $50,000.................. 5.75% 6.10% 5.00%
$50,000 but less than $100,000..... 4.50% 4.71% 3.75%
$100,000 but less than $250,000.... 3.50% 3.63% 2.80%
$250,000 but less than $500,000.... 2.50% 2.56% 2.00%
$500,000 but less than
$1,000,000....................... 2.00% 2.04% 1.60%
$1,000,000 or more*................ None None None
CLASS II
Under $1,000,000*.................. 1.00% 1.01% 1.00%
</TABLE>

*A Contingent Deferred Sales Charge of 1% may apply to Class I purchases of $1
million or more and any Class II purchase. Please see "How Do I Sell
Shares? - Contingent Deferred Sales Charge." Please also see "Other Payments to
Securities Dealers" below for a discussion of payments Distributors may make
out of its own resources to Securities Dealers for certain purchases. Purchases
of Class II shares are limited to purchases below $1 million. Please see
"Deciding Which Class to Buy."

Sales Charge Reductions and Waivers

] IF YOU QUALIFY TO BUY SHARES UNDER ONE OF THE SALES CHARGE REDUCTION OR
WAIVER CATEGORIES DESCRIBED BELOW, PLEASE INCLUDE A WRITTEN STATEMENT WITH
EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES. If you don't include
this statement, we cannot guarantee that you will receive the sales charge
reduction or waiver.

Templeton Foreign Fund -

PAGE

BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION, YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

- - You authorize Distributors to reserve 5% of your total intended purchase in
Class I shares registered in your name until you fulfill your Letter.

- - You give Distributors a security interest in the reserved shares and appoint
Distributors as attorney-in-fact.

- - Distributors may sell any or all of the reserved shares to cover any
additional sales charge if you do not fulfill the terms of the Letter.

- - Although you may exchange your shares, you may not sell reserved shares until
you complete the Letter or pay the higher sales charge.

If you would like more information about the Letter of Intent privilege, please
see "How Do I Buy, Sell and Exchange Shares? - Letter of Intent" in the SAI or
call Shareholder Services.

- Templeton Foreign Fund

PAGE

A qualified group is one that:

- - Was formed at least six months ago,

- - Has a purpose other than buying Fund shares at a discount,

- - Has more than 10 members,

- - Can arrange for meetings between our representatives and group members,

- - Agrees to include sales and other Franklin Templeton Fund materials in
publications and mailings to its members at reduced or no cost to
Distributors,

- - Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and

- - Meets other uniform criteria that allow Distributors to achieve cost savings
in distributing shares.

The Fund's sales charges will not apply if you are buying Class I shares with
money from the following sources or Class II shares with money from the sources
in waiver categories 1 or 4:

1. Dividend and capital gain distributions from any Franklin Templeton Fund
or a REIT sponsored or advised by Franklin Properties, Inc.

2. Distributions from an existing retirement plan invested in the Franklin
Templeton Funds

4. Redemptions from any Franklin Templeton Fund if you:

- Originally paid a sales charge on the shares,

- Reinvest the money within 365 days of the redemption date, and

Templeton Foreign Fund -

PAGE

- Reinvest the money in the same class of shares.

5. Redemptions from other mutual funds

The Fund's sales charges will also not apply to Class I purchases by:

6. Trust companies and bank trust departments agreeing to invest in Franklin
Templeton Funds over a thirteen month period at least $1 million of
assets held in a fiduciary, agency, advisory, custodial or similar
capacity and over which the trust companies and bank trust departments or
other plan fiduciaries or participants, in the case of certain retirement
plans, have full or shared investment discretion. We will accept orders
for these accounts by mail accompanied by a check or by telephone or
other means of electronic data transfer directly from the bank or trust
company, with payment by federal funds received by the close of business
on the next business day following the order.

7. Group annuity separate accounts offered to retirement plans

- Templeton Foreign Fund

PAGE

requirements of this section, may purchase shares subject to a sales
charge of 4% of the Offering Price, 3.2% of which will be retained by
Securities Dealers.

11. Registered Securities Dealers and their affiliates, for their investment
accounts only

12. Current employees of Securities Dealers and their affiliates and their
family members, as allowed by the internal policies of their employer

13. Officers, trustees, directors and full-time employees of the Franklin
Templeton Funds or the Franklin Templeton Group, and their family
members, consistent with our then-current policies

14. Investment companies exchanging shares or selling assets pursuant to a
merger, acquisition or exchange offer

15. Accounts managed by the Franklin Templeton Group

16. Certain unit investment trusts and their holders reinvesting distributions
from the trusts

How Do I Buy Shares in Connection with Retirement Plans?

Please consult your legal, tax or retirement plan specialist before choosing a
retirement plan. Your investment representative or advisor can help you make
investment decisions within your plan.

Templeton Foreign Fund -

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Other Payments to Securities Dealers

1. Securities Dealers may receive up to 1% of the purchase price for Class II
purchases.

2. Securities Dealers will receive up to 1% of the purchase price for Class I
purchases of $1 million or more.

3. Securities Dealers may, in the sole discretion of Distributors, receive up
to 1% of the purchase price for Class I purchases made under waiver category
8 above.

4. Securities Dealers may receive up to 0.25% of the purchase price for Class I
purchases made under waiver categories 6, 9 and 10 above.

PLEASE SEE "HOW DO I BUY, SELL AND EXCHANGE SHARES - OTHER PAYMENTS TO
SECURITIES DEALERS" IN THE SAI FOR ANY BREAKPOINTS THAT MAY APPLY.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

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Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.

Will Sales Charges Apply to My Exchange?

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Likewise, CDSC liable shares purchased at different times will be exchanged into
a new fund proportionately. For example, assume you purchased $1,000 in shares
3 months ago, 6 months ago, and 9 months ago. If you exchange $1,500 into a new
fund, $500 will be exchanged from shares purchased at each of these three
different times.

If you exchange your Class II shares for shares of Money Fund II, the time your
shares are held in that fund will count towards the completion of any
Contingency Period.

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Exchange Restrictions

Please be aware that the following restrictions apply to exchanges:

- - You may only exchange shares within the SAME CLASS.

- - The fund you are exchanging into must be eligible for sale in your state.

- - We may modify or discontinue our exchange policy if we give you 60 days'
written notice.

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HOW DO I SELL SHARES?

You may sell (redeem) your shares at any time.

<TABLE>
<CAPTION>
METHOD STEPS TO FOLLOW
<S> <C>
- ----------------------------------------------------------------------
BY MAIL 1. Send us written instructions signed by all
account owners
2. Include any outstanding share certificates
for the shares you are selling
3. Provide a signature guarantee if required
4. Corporate, partnership and trust accounts
may need to send additional documents.
Accounts under court jurisdiction may have
additional requirements.
- ----------------------------------------------------------------------
BY PHONE Call Shareholder Services
(Only available if you have completed and sent to us the telephone
redemption agreement included with this prospectus)
Telephone requests will be accepted:
- If the request is $50,000 or less.
Institutional accounts may exceed $50,000 by
completing a separate agreement. Call
Institutional Services to receive a copy.
- If there are no share certificates issued
for the shares you want to sell or you have
already returned them to the Fund
- Unless you are selling shares in a Trust
Company retirement plan account
- Unless the address on your account was
changed by phone within the last 30 days
- ----------------------------------------------------------------------
THROUGH YOUR DEALER Call your investment representative
- ----------------------------------------------------------------------
</TABLE>

Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.

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Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to sell shares.

Trust Company Retirement Plan Accounts

Contingent Deferred Sales Charge

We will first redeem shares not subject to the charge in the following order:
1) A calculated number of shares equal to the capital appreciation on shares
held less than the Contingency Period,

2) Shares purchased with reinvested dividends and capital gain distributions,
and

3) Shares held longer than the Contingency Period.

We then redeem shares subject to the charge in the order they were purchased.

Waivers. We waive the Contingent Deferred Sales Charge for:

- - Exchanges

- - Account fees

- - Sales of shares purchased pursuant to a sales charge waiver

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- - Redemptions by the Fund when an account falls below the minimum required
account size

- - Redemptions following the death of the shareholder or beneficial owner

- - Redemptions through a systematic withdrawal plan set up before February 1,
1995

- - Distributions from individual retirement plan accounts due to death or
disability or upon periodic distributions based on life expectancy

- - Tax-free returns of excess contributions from employee benefit plans

- - Distributions from employee benefit plans, including those due to termination
or plan transfer

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUND?

If you buy shares shortly before the record date, please keep in mind that any
distribution will lower the value of the Fund's shares by the amount of the
distribution.

Distribution Options

You may receive your distributions from the Fund in any of these ways:

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TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

How and When Shares Are Priced

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The Price We Use When You Buy or Sell Shares

Proper Form

Written Instructions

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

- - Your name,

- - The Fund's name,

- - The class of shares,

- - A description of the request,

- - For exchanges, the name of the fund you're exchanging into,

- - Your account number,

- - The dollar amount or number of shares, and

- - A telephone number where we may reach you during the day, or in the evening
if preferred.

- Templeton Foreign Fund

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Signature Guarantees

For our mutual protection, we require a signature guarantee in the following
situations:

1) You wish to sell over $50,000 worth of shares,

2) You want the proceeds to be paid to someone other than the registered owners,

3) The proceeds are not being sent to the address of record, preauthorized bank
account, or preauthorized brokerage firm account,

4) We receive instructions from an agent, not the registered owners,

5) We believe a signature guarantee would protect us against potential claims
based on the instructions received.

Share Certificates

Telephone Transactions

You may initiate many transactions by phone. Please refer to the sections of
this prospectus that discuss the transaction you would like to make or call
Shareholder Services.

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To obtain any required forms or more information about distribution or transfer
procedures, please call our Retirement Plans Department.

Account Registrations and Required Documents

- Templeton Foreign Fund

PAGE

Trusts. If you register your account as a trust, you should have a valid written
trust document to avoid future disputes or possible court action over who owns
the account.

Tax Identification Number

Templeton Foreign Fund -

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Keeping Your Account Open

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

Automatic Investment Plan

Systematic Withdrawal Plan

- Templeton Foreign Fund

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You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a systematic withdrawal
plan, it is a taxable transaction.

TeleFACTS(R)

From a touch-tone phone, you may call our TeleFACTS system (day or night) at
1-800/247-1753 to:

- - obtain information about your account;

- - obtain price and performance information about any Franklin Templeton Fund;

- - exchange shares between identically registered Franklin Class I accounts; and

- - request duplicate statements and deposit slips for your account.

You will need the code number for each class to use TeleFACTS. The code
numbers for Class I and Class II are 104 and 204, respectively.

Statements and Reports to Shareholders

We will send you the following statements and reports on a regular basis:

Templeton Foreign Fund -

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Institutional Accounts

Additional methods of buying, selling or exchanging shares of the Fund may be
available to institutional accounts. For further information, call Institutional
Services.

Availability of These Services

What If I Have Questions About My Account?

Your phone call may be monitored or recorded to ensure we provide you with high
quality service. You will hear a regular beeping tone if your call is being
recorded.

- Templeton Foreign Fund

PAGE

GLOSSARY

USEFUL TERMS AND DEFINITIONS

1940 Act - Investment Company Act of 1940, as amended.

Board - The Board of Directors of the Company.

CD - Certificate of deposit.

Code - Internal Revenue Code of 1986, as amended.

Contingent Deferred Sales Charge (CDSC) - A sales charge of 1% that may apply
if you sell your shares within the Contingency Period.

Franklin Funds - The mutual funds in the Franklin Group of Funds(R) except
Franklin Valuemark Funds and the Franklin Government Securities Trust.

Franklin Templeton Funds - The Franklin Funds and the Templeton Funds.

Franklin Templeton Group - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries.

Franklin Templeton Group of Funds - All U.S. registered investment companies in
the Franklin Group of Funds(@) and the Templeton Group of Funds.

FT Services - Franklin Templeton Services, Inc., the Fund's administrator.

Templeton Foreign Fund -

PAGE

Investor Services - Franklin/Templeton Investor Services, Inc., the Fund's
shareholder servicing and transfer agent.

IRS - Internal Revenue Service.

Letter - Letter of Intent.

Moody's - Moody's Investors Service, Inc.

NASD - National Association of Securities Dealers, Inc.

NSCC - National Securities Clearing Corporation.

NYSE - New York Stock Exchange, Inc.

REIT - Real Estate Investment Trust.

Resources - Franklin Resources, Inc.

SAI - Statement of Additional Information.

S&P - Standard & Poor's Corporation.

SEC - U.S. Securities and Exchange Commission.

SEP - An employer sponsored simplified employee pension plan established under
section 408(k) of the Code.

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PAGE

TeleFACTS(R) - Franklin Templeton's automated customer servicing system.

TGAL - Templeton Global Advisers Limited, the Fund's investment manager, is
located in Lyford Cay, Nassau, Bahamas.

Trust Company - Franklin Templeton Trust Company. Trust Company is an affiliate
of Distributors and both are wholly owned subsidiaries of Resources.

U.S. - United States.

We/Our/Us - Unless the context indicates a different meaning, these terms refer
to the Fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.

Templeton Foreign Fund -

PAGE

INSTRUCTIONS AND IMPORTANT NOTICE

SUBSTITUTE W-9 INSTRUCTIONS INFORMATION

What SSN/TIN to Give. Please refer to the following guidelines:

Exempt Recipients. Please provide your TIN and check the "Exempt Recipient" box
if you are an exempt recipient. Exempt recipients include:

A corporation

A financial institution

An organization exempt from tax under section 501(a), or an individual
retirement plan

A registered dealer in securities or commodities registered in the U.S. or a
U.S. possession

A real estate investment trust

A common trust fund operated by a bank under section 584(a)

- Templeton Foreign Fund

PAGE

An exempt charitable remainder trust or a non-exempt trust described in section
4947(a)(1)

An entity registered at all times under the Investment Company Act of 1940

SUBSTITUTE W-8 INSTRUCTIONS INFORMATION

Templeton Foreign Fund -

PAGE

address of your principal office. If you are an estate or trust, provide the
address of your permanent residence or the principal office of any fiduciary.

When to File. File these certifications with the Fund before a payment is made
to you, unless you have already done this in either of the two preceding
calendar years.

- Templeton Foreign Fund

PAGE

FOR CORPORATE SHAREHOLDERS--FORM OF RESOLUTION

CERTIFIED COPY OF RESOLUTION (Corporation or Association)

The undersigned hereby certifies and affirms that he/she is the duly elected
-------------------------------- of --------------------------------------

Title Corporate Name

RESOLVED, that the ______________________________________________________

Templeton Foreign Fund -

PAGE

name/title (please print or type) Signature

Name of Corporation or Association Date

Certified from minutes

Name and Title

CORPORATE SEAL (if appropriate)

- Templeton Foreign Fund

PAGE

FRANKLIN TEMPLETON

TELEPHONE REDEMPTION AUTHORIZATION AGREEMENT

- --------------------------------------------------------------------------------

Print name(s) as shown in registration (called "Shareholder")

- --------------------------------------------------------------------------------

Account number(s)

I/We authorize each Fund and Investor Services to honor and act upon telephone
requests, given as provided in this agreement, to redeem shares from any
Shareholder account.

- -------------------------------------
- -------------------------------------

Signature(s) of all registered owners and date

- -------------------------------------
- -------------------------------------

Printed name (and title/capacity, if applicable)

Templeton Foreign Fund -

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Restricted Accounts: Telephone redemptions and dividend option changes may not
be accepted on Franklin Templeton Trust Company retirement accounts.

PLEASE RETURN THIS FORM TO:

Franklin/Templeton Investor Services, Inc.
P.O. Box 33030
St. Petersburg, FL 33733-8030

- Templeton Foreign Fund

PAGE

This page intentionally left blank.

Templeton Foreign Fund -

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FRANKLIN TEMPLETON GROUP OF FUNDS

LITERATURE REQUEST E Call 1-800/DIAL BEN (1-800/342-5236) today for a free
descriptive brochure and prospectus on any of the funds listed below. The
prospectus contains more complete information, including fees, charges and
expenses, and should be read carefully before investing or sending money.

INTERNATIONAL GROWTH

Franklin Global Health Care Fund

Franklin International Equity Fund

Franklin Templeton Japan Fund

Templeton Developing Markets Trust

Templeton Foreign Fund

Templeton Global Infrastructure Fund

Templeton Global

Opportunities Trust

Templeton Global Real Estate Fund

Templeton Global Smaller

Companies Fund

Templeton Greater European Fund

Templeton Growth Fund

Templeton Latin America Fund

Templeton Pacific Growth Fund

Templeton World Fund

INTERNATIONAL GROWTH

AND INCOME

Franklin Global Utilities Fund

Franklin Templeton German

Government Bond Fund

Franklin Templeton

Global Currency Fund

Mutual European Fund

Templeton Global Bond Fund

Templeton Growth and Income Fund

INTERNATIONAL INCOME

Franklin Global Government

Income Fund

Franklin Templeton Hard

Currency Fund

Franklin Templeton High

Income Currency Fund

Templeton Americas

Government Securities Fund

GROWTH

Franklin Blue Chip Fund

Franklin California Growth Fund

Franklin DynaTech Fund

Franklin Equity Fund

Franklin Gold Fund

Franklin Growth Fund

Franklin MidCap Growth Fund

Franklin Small Cap Growth Fund

Mutual Discovery Fund

GROWTH AND INCOME

Franklin Asset Allocation Fund

Franklin Balance Sheet

Investment Fund

Franklin Convertible Securities Fund

Franklin Equity Income Fund

Franklin Income Fund

Franklin MicroCap Value Fund

Franklin Natural Resources Fund

Franklin Real Estate Securities Fund

Franklin Rising Dividends Fund

Franklin Strategic Income Fund

Franklin Utilities Fund

Franklin Value Fund

Mutual Beacon Fund

Mutual Qualified Fund

Mutual Shares Fund

Templeton American Trust, Inc.

INCOME

Franklin Adjustable Rate

Securities Fund

Franklin Adjustable U.S.

Government Securities Fund

Franklin AGE High Income Fund

Franklin Investment

Grade Income Fund

Franklin Short-Intermediate U.S.

Government Securities Fund

Franklin U.S. Government

Securities Fund

Franklin Money Fund

Franklin Federal Money Fund

FOR NON-U.S. INVESTORS:

Franklin Tax-Advantaged

High Yield Securities Fund

Franklin Tax-Advantaged

International Bond Fund

Franklin Tax-Advantaged U.S.

Government Securities Fund

FOR CORPORATIONS:

Franklin Corporate Qualified

Dividend Fund

FRANKLIN FUNDS SEEKING

TAX-FREE INCOME

Federal Intermediate-Term

Tax-Free Income Fund

Federal Tax-Free Income Fund

High Yield Tax-Free Income Fund

Insured Tax-Free Income Fund

Puerto Rico Tax-Free Income Fund

Tax-Exempt Money Fund

FRANKLIN STATE-SPECIFIC FUNDS

SEEKING TAX-FREE INCOME

Alabama

Arizona*

Arkansas**

California*

Colorado

Connecticut

Florida*

Georgia

Hawaii**

Indiana

Kentucky

Louisiana

Maryland

Massachusetts***

Michigan*

Minnesota***

Missouri

New Jersey

New York*

North Carolina

Ohio***

Oregon

Pennsylvania

Tennessee**

Texas

Virginia

Washington**

VARIABLE ANNUITIES

Franklin Valuemark(SM)

Franklin Templeton Valuemark

Income Plus (an immediate annuity)

**The fund may invest up to 100% of its assets in bonds that pay interest
subject to the federal alternative minimum tax.

***Portfolio of insured municipal securities.

TL104 P 01/97

PAGE

TEMPLETON FOREIGN FUND

P.O. Box 33031

St. Petersburg, FL 33733-8031

- ---------------------------------
ADDRESS CORRECTION REQUESTED

TL104 P 01/97 (LOGO) Printed on recycled paper