U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer: Templeton Growth Fund, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
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2. Name of each series or class of funds for which this notice
is filed:
Templeton Growth Fund, Inc. - Class I
Templeton Growth Fund, Inc. - Class II
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3. Investment Company Act File Number: 811-4892
Securities Act File Number: 33-9981
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4. Last day of fiscal year for which this notice is filed:8/31/96
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5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: N/A
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6): N/A
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7. Number and amount of securities of the same class of series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year: N/A
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: N/A
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9. Number and aggregate sale price of securities sold during the
fiscal year:
100,410,101 shs
$1,872,514,396
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
100,410,101 shs
$1,872,514,396
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction B.7):
40,611,836 shs
$698,574,874
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $1,872,514,396
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 698,574,874
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 821,198,982
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities
sold and issued during the fiscal year
in reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): 1,749,890,288
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
instruction C.6): x 1/3300
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(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $ 530,269.78
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INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND
(V) ONLY IF THE FORM IS BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: October 28, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) /s/JAMS R. BAIO
James R. Baio
Treasurer
Date: OCTOBER 30, 1996
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 30, 1996
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, 1996, 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
141,021,937 Shares delivered by the Fund against receipt of the
net asset value of the Shares during the Fund's fiscal year ended
August 31, 1996 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, 1996 to be filed
on behalf of the Fund with the Securities and Exchange Commission.
Sincerely,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
