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.
1. Name and address of issuer: Templeton Variable Products Series Fund
700 Central Avenue
St. Petersburg, Florida 33701
2. Name of each series or class of funds for which this notice is filed:
Templeton International Fund
Templeton Money Market Fund
Templeton Stock Fund
Templeton Bond Fund
Templeton Asset Allocation Fund
Templeton Developing Markets Fund
3. Investment Company Act File Number: 811-5479
Securities Act File Number: 33-20313
4. Last day of fiscal year for which this notice is filed: 12/31/96
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
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): N/A
7. Number and amount of securities of the same class or 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
<PAGE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 0 shares Sales Price: 0
NOTE: Pursuant to Instruction B.5 of Form 24F-2, securities sold to
unmanaged separate accounts that offer interests that are registered
under the Securities Act of 1933, and on which a registration fee
has been or will be paid, have been excluded from the securities
reported herein. During the fiscal year ended December 31, 1996, the
registrant sold 68,599,860 shares with an aggregate sales price of
$555,805,226 to such separate accounts.
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 0 shares Sales Price: 0
See Note to Item 9, above
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):
Number: 0 shares Sales Price: 0
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): $ 0
------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 0
------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 0
-------------
(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
-------------
(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): 0
------------
(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
------------
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $ 0
------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM ISBEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE ISSUER'S FISCAL
YEAR. See instruction C.3.
<PAGE>
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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/ JAMES R. BAIO
James R. Baio
Treasurer
Date: FEBRUARY 25, 1997
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
February 21, 1997
Templeton Variable Products Series Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sir or Madam:
As counsel for Templeton Variable Products Series Fund (the "Trust")
during the fiscal year ended December 31, 1996, 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)(the
"Registration Statement"). We also have examined such other Trust records,
agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
74,188,211 Shares (representing 6,269,375 Shares of the Templeton Asset
Allocation Series, 735,837 Shares of the Templeton Bond Series, 7,686,505 Shares
of the Templeton eveloping Markets Series, 16,393,920 Shares of the Templeton
International Series, 35,987,182 Shares of the Templeton Money Market Series and
7,115,392 Shares of the Templeton Stock Series) the registration of which is
being made definite by the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940 ("Notice") being filed by the Trust for its fiscal year
ended December 31, 1996, assuming such Shares were sold at the public offering
price and delivered by the Trust against receipt of the net asset value of the
Shares in compliance with the terms of th Registration Statement and the
requirements of applicable law, that such Shares were, when sold, duly and
validly authorized, legally and validly issued, and fully paid, and
non-assessable by the Trust.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1996 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
