RULE 24f-2 NOTICE FOR TEMPLETON INSTITUTIONAL FUNDS, INC.
FILE NO. 33-35779
i. This Notice is filed on behalf of Templeton Institutional Funds,
Inc. (the "Company") for the fiscal year ended December 31, 1994.
ii. None.
iii. None.
iv. The Company sold 79,256,434 shares of common stock during the
fiscal year ended December 31, 1994.
v. The Company sold 79,256,434 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 $1,049,167,241. During that year, the Company
redeemed 11,983,464 shares in an amount of $145,022,911. Because
this Notice is filed within two months of the end of the Company's
fiscal year, the Company's filing fee of $311,776.09 is based upon
a net sales amount of $904,144,330.*/
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
---------------------------------
Templeton Institutional Funds, Inc.
James R. Baio, Treasurer
February 21, 1995
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*/ $1,049,167,241 - $145,022,911 = $904,144,330
$904,144,330 x (.00034483) = $311,776.09
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005
February 21, 1995
Templeton Institutional Funds, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Institutional Funds, Inc. (the "Company")
during the fiscal year ended December 31, 1994, we are familiar with the
registration of the Company under the Investment Company Act of 1940 (File No.
811-6135) and the registration statement relating to its shares of common
stock (the "Shares") under the Securities Act of 1933 (File No. 33-35779). We
also have examined such other Company records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and issued as fully paid and non-assessable Shares
of the Company.
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 Company with the
Securities and Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
