RULE 24F-2 NOTICE FOR TEMPLETON GROWTH FUND, INC.
FILE NO. 33-9981
i. This Notice is filed on behalf of Templeton Growth Fund, Inc.
(the "Fund") for the fiscal year ended August 31, 1995.
ii. None.
iii. None.
iv. The Fund sold 82,023,381 shares of its common stock during
the fiscal year.
v. The Fund sold 82,023,381 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 $1,437,527,604. During that period,
the Fund redeemed 33,787,501 shares in an amount of
$595,019,550. Because this Notice is filed within 60 days of
the end of the Fund's fiscal year, the Fund's filing fee of
$290,520.02 is based upon a net sales amount of
$842,508,054.*/
-
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 Growth Fund, Inc.
James R. Baio, Treasurer
October 24, 1995
- ----------------
*/ $1,437,527,604 - $595,019,550 = $842,508,054
- -
$842,508,054 X (1/29 x 1%) = $290,520.02
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 25, 1995
Templeton Growth Fund, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton 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. 811-4892) and with the registration statement
relating to its shares of common stock (the "Shares") under the
Securities Act of 1933 (File No. 33-9981). 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
82,023,381 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,
Dechert Price & Rhoads<PAGE>
