TEMPLETON FUNDS INC
497, 1997-01-08
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                               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.
    
 
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 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>
    
 
   
    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    $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.
 
    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 Foreign Fund
    
 
                                        2

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.
    
   
**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 -
    
 
                                        3

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 $     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
    
 
                                        4

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 -
    
 
                                        5

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.
 
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
 
   
 - Templeton Foreign Fund
    
 
                                        6

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.
 
   
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
 
   
                                                        Templeton Foreign Fund -
    
 
                                        7

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.
 
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.
 
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.
    
 
   
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.
See "How Does the Fund Invest Its Assets? - Debt Securities" in the
    
 
   
 - Templeton Foreign Fund
    
 
                                        8

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.
    
 
   
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
    
 
   
                                                        Templeton Foreign Fund -
    
 
                                        9

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.
 
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
 
   
  - Templeton Foreign Fund
    
 
                                       10

PAGE
 
   
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 1.12% 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.
 
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.
 
   
                                                        Templeton Foreign Fund -
    
 
                                       11

PAGE
 
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 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?
    
 
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 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.
    
 
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
 
   
  - Templeton Foreign Fund
    
 
                                       12

PAGE
 
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 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
 
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 Foreign Fund -
    
 
                                       13

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 Foreign Fund
    
 
                                       14

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
                                        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 -
    
 
                                       15

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 Foreign Fund
    
 
                                       16

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 Foreign Fund -
    
 
                                       17

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 Foreign Fund
    
 
                                       18

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 Foreign Fund -
    
 
                                       19

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 Foreign Fund
    
 
                                       20

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.
 
   
<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're exchanging
- ----------------------------------------------------------------------
BY PHONE               Call Shareholder Services or TeleFACTS
                       If you do not want the ability to exchange by
                       phone to apply to your account, please let us
                       know.
- ----------------------------------------------------------------------
THROUGH YOUR DEALER    Call your investment representative
- ----------------------------------------------------------------------
</TABLE>
    
 
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 Foreign Fund -
    
 
                                       21

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 Foreign Fund
    
 
                                       22

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 Foreign Fund -
    
 
                                       23

PAGE
 
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>
    
 
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 Foreign Fund
    
 
                                       24

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 Foreign Fund -
    
 
                                       25

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 Foreign Fund
    
 
                                       26

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 Foreign Fund -
    
 
                                       27

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 Foreign Fund
    
 
                                       28

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 Foreign Fund -
    
 
                                       29

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 Foreign Fund
    
 
                                       30

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 Foreign Fund -
    
 
                                       31

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 Foreign Fund
    
 
                                       32

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 104 and 204, 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 Foreign Fund -
    
 
                                       33

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 Foreign Fund
    
 
                                       34

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(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 -
    
 
                                       35

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 Foreign Fund
    
 
                                       36

PAGE
 
   
TeleFACTS(R) - 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 Foreign Fund -
    
 
                                       37

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 Foreign Fund
    
 
                                       38

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 Foreign Fund -
    
 
                                       39

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 Foreign Fund
    
 
                                       40

PAGE
 
   
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 Foreign Fund -
    
 
                                       41

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/title (please print or type)                Signature
    
 
   
name/title (please print or type)                Signature
    
 
   
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
    
 
                                       42

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 Foreign Fund -
    
 
                                       43

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 Foreign Fund
    
 
                                       44

PAGE
 
                      This page intentionally left blank.
 
   
                                                        Templeton Foreign Fund -
    
 
                                       45

PAGE
 
   
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)
    
 
   
*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.
    
   
                                                                   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

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.




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