March 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
ATTN: Francis E. Dalton
RE: Templeton Smaller Companies Growth Fund, Inc.
File No. 2-70889
Dear Sir:
Pursuant to Rule 477 under the Securities Act of 1933, Templeton Smaller
Companies Growth Fund, Inc. (the "Fund") hereby withdraws Post Effective
Amendment No. 24 to the Fund's Registration Statement on Form N-1A, which was
filed electronically on March 2, 1995, to become effective pursuant to Rule
485(b) on April 1, 1995. This withdrawal is necessary because the Fund will be
unable to effect the changes described in the Post-Effective Amendment by April
1, 1995.
Please direct any questions regarding this matter to William Kotapish of Dechert
Price & Rhoads at (202) 626-3409.
Sincerely,
/s/ JOHN K. CARTER
John K. Carter
Associate Counsel
cc: William Kotapish
