RULE 24f-2 NOTICE FOR TEMPLETON VARIABLE PRODUCTS SERIES FUND
FILE NO. 33-20313
i. This Notice is filed on behalf of Templeton Variable Products
Series Fund (the "Trust") for the fiscal year ended December 31,
1994.
ii. None.
iii. None.
iv. The Trust sold 86,882,640 shares of beneficial interest during the
fiscal year ended December 31, 1994.
v. The Trust sold 86,882,640 shares during the fiscal year ended
December 31, 1994, in reliance upon its registration of an
indefinite amount of shares pursuant to Rule 24f-2 for an actual
sales price of $446,573,274. During that year, the Trust redeemed
51,347,490 shares in an amount of $115,322,104. Because this
Notice is filed within two months of the end of the Trust's fiscal
year, the Trust's filing fee of $114,225.34 is based upon a net
sales amount of $331,251,170.*/
An opinion of counsel stating that the shares sold during the
fiscal year ended December 31, 1994 were legally issued, fully paid and non-
assessable accompanies this Notice.
/s/ JAMES R. BAIO
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Templeton Variable Products Series Fund
James R. Baio, Treasurer
February 21, 1995
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*/ $446,573,274 - $115,322,104 = $331,251,170
$331,251,170 x (.00034483) = $114,225.34
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005
February 21, 1995
Templeton Variable Products Series Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Variable Products Series Fund (the "Trust")
during the fiscal year ended December 31, 1994, we are familiar with the
registration of the Trust under the Investment Company Act of 1940 (File No.
811-5479) and the registration statement relating to its shares of beneficial
interest (the "Shares") under the Securities Act of 1933 (File No. 33-20313).
We also have examined such other Trust records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares issued and
delivered have been duly and validly authorized and issued as fully paid and
non-assessable Shares of the Trust.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1994 pursuant to Rule 24f-2 under the
Investment Company Act of 1940 to be filed on behalf of the Trust with the
Securities and Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
