TEMPLETON FUNDS INC
497, 1996-12-31
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                SUPPLEMENT TO THE CLASS I AND CLASS II PROSPECTUS

                           Templeton Growth Fund, Inc.
                        Prospectus dated January 1, 1997

                             Templeton Foreign Fund
                        Prospectus dated January 1, 1997

                  Templeton Global Smaller Companies Fund, Inc.
                        Prospectus dated January 1, 1997

                       Templeton Developing Markets Trust
                          Prospectus dated May 1, 1996
                          (as amended November 1, 1996)

                             Templeton Region Funds
                         Templeton Greater European Fund
                          Templeton Latin America Fund
                      Prospectus dated  August  1, 1996 
       (as previously supplemented October 1, 1996 and October 31, 1996)

I. As of January 1, 1997 the Fund  offers a third  class of shares,  designated
"Advisor Class" shares.  This  prospectus  describes  the Class I and Class II
shares of the Fund.  Class I, Class II and  Advisor  Class  shares differ as to
sales charges, expenses and services.  Different fees and expenses will affect
performance.  Advisor  Class shares are described  in a  separate  prospectus
relating only to that lass.  For more information concerning  Advisor Class
shares, contact your  investment representative  or  Distributors. Additional
classes and series of shares may be offered in the future.

II.      The discussion under "How Do I Buy Shares? - Cumulative Quantity 
Discounts" is amended by replacing it with the following text:

       To determine if you may pay a reduced  sales  charge,  the amount of your
       current  purchase  is added to the cost or current  value,  whichever  is
       higher,  of your 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.


January 1, 1997




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