RULE 24f-2 NOTICE FOR TEMPLETON SMALLER
COMPANIES GROWTH FUND, INC.
FILE NO. 2-70889
i. This Notice is filed on behalf of Templeton Smaller
Companies Growth Fund, Inc. (the "Fund") for the fiscal year
ended August 31, 1995.
ii. $82,253,552 of securities were registered pursuant to Rule
24e-2, but remained unsold as of the beginning of the fiscal
year. $26,183,701 of the securities (3,251,190 shares) were
registered on March 25, 1991, in Post-Effective Amendment
No. 16 to the Fund's Registration Statement.1
$42,322,880 of the securities (5,148,768 shares) were
registered on August 19, 1992 in Post-Effective Amendment
No. 18 to the Fund's Registration Statement. $13,746,971 of
securities (1,605,955 shares) were registered pursuant to
Rule 24e-2 on August 22, 1994 in Post-Effective Amendment
No. 22 to the Fund's Registration Statement.
iii. None.
iv. The Fund sold 15,371,611 shares of its common stock during
the fiscal year.
v. The Fund sold 15,371,611 shares during the fiscal year ended
August 31, 1995 in reliance upon its registration of an
indefinite amount of shares pursuant to Rule 24f-2 for an
actual sales price of $122,548,567. During that period, the
Fund redeemed 24,764,945 shares in an amount of
$195,379,830. Because this Notice is filed within 60 days
of the end of the Fund's fiscal year, the aggregate
redemptions of $195,379,830 during the fiscal year may be
deducted from the sales pursuant to Rule 24f-2, leaving a
difference of <$72,831,263>. Accordingly, no registration
fee is due to the Commission.
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1 In Post-Effective Amendment No. 16, the Fund registered
$61,720,837 of securities (7,695,865 shares). $10,991,292
of securities (1,370,485 shares) were used to offset net
purchases for the fiscal year ended August 31, 1992.
$24,545,844 of securities (3,074,189 shares) were used to
offset net purchases for the fiscal year ended August 31,
1994.
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An opinion of counsel stating that the shares sold during the fiscal
year ended August 31, 1995 were legally issued, fully paid and non-assessable
accompanies this Notice.
/s/JAMES R. BAIO
Templeton Smaller Companies
Growth Fund, Inc.
James R. Baio, Treasurer
October 24, 1995
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Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 25, 1995
Templeton Smaller Companies Growth Fund, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Smaller Companies Growth Fund,
Inc. (the "Fund") during the fiscal year ended August 31, 1995, we
are familiar with the registration of the Fund under the Investment
Company Act of 1940 (File No. 811-3143) and with the registration
statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (File No. 2-70889). We have also
examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the
15,371,611 Shares sold at the public offering price and delivered
by the Fund against receipt of the net asset value of the Shares
during the Fund's fiscal year ended August 31, 1995 were duly and
validly authorized, legally and validly issued, fully paid, and
non-assessable.
We consent to the filing of this opinion in connection
with the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 for the fiscal year ended August 31, 1995 to be filed
on behalf of the Fund with the Securities and Exchange Commission.
Sincerely,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
