TEMPLETON INSTITUTIONAL FUNDS INC
N-30D, 1995-03-06
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<PAGE>
 
                      Templeton Institutional Funds, Inc.


                        Growth Series
TIFI-------------------------------------------------------- 
                        ANNUAL REPORT




[LOGO OF TEMPLETON APPEARS HERE]             
                              December 31, 1994 
<PAGE>
 
          December 31, 1994

          Shareholder...
          Looking back to the beginning of 1994, investor's expectations were
high. Historical returns from equity markets were well above average, the
economic base worldwide was growing, people were being put back to work and
money poured into stock mutual funds. In fact, net purchases of foreign equities
by U. S. investors for the year ending 1993 were more than twice the entire
amount invested in the 1980's.

          Yet, 1994 was a humbling experience because many financial markets
were adversely affected by recent adverse global events which included, for
example, rising interest rates and the Mexican monetary crisis. The impact of
these events was further exacerbated by distressed selling by highly-leveraged
hedge funds. Again, in hindsight, our research lists had proven to be good
leading indicators for market trends. In January 1994, our Source of Funds List
(sell list) with 150 names was almost twice the size of our Bargain List (buy
list), which at 80 names had shrunk to its lowest level in 10 years.

          Within this environment, the Templeton Institutional Funds, Inc.
Growth Series (the "Fund") under performed its benchmark index this year as did
most funds with global investment mandates. It returned-4.5% for the fourth
quarter and -1.3% for the year ending December 31, 1994, compared to the
unmanaged Morgan Stanley Capital International ("MSCI") World index returns of -
0.6% and 5.6%. Since inception on May 3, 1993, the Fund has provided a 10.7%
average annual return against the MSCI World index return of 8.4%. A majority of
the performance difference versus the index for 1994 was due to the under
weighting of Japanese shares in the Fund of 2.7% against a 28.0% weighting in
the MSCI World index. Nevertheless, we anticipate remaining underweighted in
Japan because Japanese shares, in most industry sectors, remain overvalued based
on our investment criteria.

- --------------------------------------------------------------------------------
                         TOTAL RETURNS AS OF 12/31/94
<TABLE> 
<CAPTION> 
                                           One-Year          Cumulative 
                                        Average Annual/1/  Since Inception/2/
    <S>                                      <C>                <C> 
    TIFI Growth Series                       -1.32              18.46
    MSCI World Index                          5.58              14.26
</TABLE> 

    /1/Average annual total return figures represent the average annual
       increase in value of an investment over the specified periods. The
       calculations assume reinvestment of dividends and capital gains
       distributions.
   
    /2/The cumulative return shows the change in value of an investment over
       the period(s) indicated. The calculations assume reinvestment of
       dividends and capital gains distributions.
   
       Investment return and principal value fluctuate, so that your shares,
       when redeemed, may be worth more or less than their original cost. Past
       performance cannot guarantee future results.

- --------------------------------------------------------------------------------

                                                                    continued...
[PHOTO OF JAMES CHANEY APPEARS HERE]

JAMES CHANEY IS A PORTFOLIO MANAGER AND RESEARCH ANALYST. HE CURRENTLY 
MANAGES THE TEMPLETON INSTITUTIONAL GROWTH AND FOREIGN EQUITY MUTUAL FUNDS, 
TWO VARIABLE ANNUITY PRODUCTS AND SEVERAL CORPORATE AND PUBLIC FUND SEPARATE 
ACCOUNTS. MR. CHANEY'S GLOBAL RESEARCH RESPONSIBILITIES INCLUDE 
MERCHANDISING, REGIONAL BANKS AND ENVIRONMENTAL COMPANIES.

PRIOR TO JOINING THE TEMPLETON ORGANIZATION IN 1991, MR. CHANEY SPENT SIX 
YEARS WITH GE INVESTMENTS, WHERE HE WAS VICE PRESIDENT OF INTERNATIONAL 
EQUITIES. IN THAT CAPACITY, HE HAD NUMEROUS RESEARCH RESPONSIBILITIES AND 
ALSO MANAGED SEVERAL SEPARATE ACCOUNTS AND A START-UP MUTUAL FUND WHICH WAS A 
LIPPER-LISTED TOP QUARTILE PERFORMER. HE ALSO HAS ANOTHER SEVEN YEARS 
EXPERIENCE AS AN INTERNATIONAL CONSULTING ENGINEER AND PROJECT MANAGER FOR 
CAMP, DRESSER & MCKEE, INC. AND AMERICAN BRITISH CONSULTANTS.

MR. CHANEY RECEIVED A M.B.A. WITH HONORS FROM COLUMBIA UNIVERSITY, WHERE HE 
WAS A MEMBER OF THE BETA GAMMA SIGMA HONOR SOCIETY. HE RECEIVED HIS M.S. IN 
ENGINEERING FROM NORTHEASTERN UNIVERSITY AND HIS B.S. IN ENGINEERING FROM THE 
UNIVERSITY OF MASSACHUSETTS-AMHERST. MR. CHANEY IS A LICENSED AND REGISTERED 
ENGINEER. 
<PAGE>
 
Templeton Institutional Funds, Inc. Growth Series

letter continued................................................................

          Additionally, the Fund continued to grow with total assets of $194
million at the end of 1994 compared to $184 million as of the end of 1993. The
Fund's share price, as measured by net asset value, was $10.94 at December 31,
1994, compared to $11.80 at December 31, 1993. Shareholders received $0.20 per
share in dividend income and $0.50 per share capital gains for 1994.

          Fortunately, many of these recent adverse events can be viewed as
cyclical and not secular. Bad news and overall market pessimism may therefore
provide buying opportunities for patient, fundamental investors. Many companies
today, for example, continue to register good earnings growth as our global
economy expands. What will 1995 hold for investors? We do not really know, nor
does anyone else, and although many claim to hold great insight into potential
outcomes, over the short-term no one has been consistently correct. However,
our level of optimism has improved. The primary reason is the number of new
names that now appear on our bargain list. With so much confusion, fear and
uncertainty worldwide, many share prices have fallen dramatically. Our analysts
work daily to uncover specific stock ideas which they anticipate will perform
well regardless of the direction of the overall market. Our Bargain List with
170 names is now twice as large as our Source of Funds List and is at the higher
end of our historical range of 100 to 200 names. The largest additions to our
Bargain List have been in the market sectors that are well represented in your
Fund. Currently, the Fund is well diversified with a majority of its investments
in 1) natural resources oriented shares, 2) selective industrial cyclicals that
continue to offer value, 3) consumer durables shares that include automobile
manufacturers, 4) utilities in strong growth economies and 5) undervalued
financials with strong fundamentals.

          Your Fund's geographical weightings are considered less important than
share selection. However, these weightings can influence portfolio performance,
particularly during periods when sudden and dramatic macro economic or political
changes result in abnormal market volatility. These periods, however, are often
temporary, but can provide longer-term investors with good investment
opportunities. Needless to say, because of our long term perspective, your
Fund's weightings are not expected to change significantly unless these
oftentimes unexpected anomalies do develop. Our Bargain List currently indicates
that international shares, in general, are marginally undervalued compared to 
U.S. shares after being considered fairly valued at the beginning of last year.
The U.S. weighting should remain relatively unchanged.

          It is also our anticipation that Europe will continue to be
overweighted with a good exposure to Scandinavia and Spain. Central Europe,
particularly the former Iron Curtain countries, are looking more interesting. We
also remain committed to investments in Australia and New Zealand and the Fund's
Canadian holdings which, in our opinion, are undervalued.

<TABLE> 
<CAPTION> 
               Industry Diversification on 12/31/94
                      (% of Total Portfolio)
             <S>                                <C>   
             Banking                            17.3%
             Merchandising                       7.1%
             Insurance                           7.0%
             Utilities-Electrical & Gas          6.9%
             Telecommunications                  6.1%
             Financial Services                  4.5%
             Forest Products & Paper             4.1%
             Business & Public Services          3.9%
             Multi-Industry                      3.7%
             Energy Sources                      3.6%

</TABLE> 

               GEOGRAPHIC DISTRIBUTION ON 12/31/94
                         (% of Total Equity)

                [PIE CHART APPEARS HERE SHOWING
              GEOGRAPHIC DISTRIBUTION OF THE FUND]
<TABLE> 
<CAPTION> 

                 Description                   Amount
             -------------------           --------------
             <S>                           <C> 
             Europe                             47.7%
             North America                      30.0%
             Asia                               12.7%
             Australia/New Zealand               5.0%
             Latin America/Caribbean             4.6%
</TABLE> 

<PAGE>
 
................................................................................


          We also continue to maintain investments in the emerging markets
despite poor performance in 1994. It is important to note that the magnitude of
this performance isn't surprising. In the United States, a normal bear market
reduces prices by 20%, lasts 13 months and takes 21 months to get back to the
point you were before the bear market began. Normal bear markets in emerging
countries do not tend to last as long as bear markets in the United States, but
normally suffer decreases in price of 30 - 40%. Hong Kong is a prime example.
Over the last 10 years, despite an increase over 480% in the Hang Seng stock
index from 1365 in January of 1985 to 8000 in January of 1995, there have been
four corrections of more than 30%, including a decline of 45% in 1987, and a
drop of 29% in 1994. We had reduced certain investments in Hong Kong over a year
ago. Now after a 29% correction, valuations of some companies obviously appear
more attractive on the basis of our value criteria which is long-term oriented.

          In Mexico, the market has also fallen dramatically. Mexico certainly
has problems that need to be resolved, but at some point share prices will be
fully discounted and undervalued. The ongoing currency devaluation, for example,
benefits export companies that do not have large foreign debt positions.

          Our natural resources investments include energy, forest products and
base metals companies. Many commodities have limited new supply, sell at prices
below replacement cost, and should benefit from growing demand. Emerging market
demand for commodities is particularly notable. For example, China's and India's
population, on average, consume one barrel of oil per person each year, 1/10 the
level of other emerging market countries such as Taiwan and 1/30 the level of
North America.

          Financial stocks and companies, perceived to be influenced by rising
interest rates, have also fallen dramatically over the last 12 months. In
essence, all stocks are influenced by levels of interest rates, yet some are
perceived to be more sensitive than others. Our performance in 1994 was not
helped by our financial exposure. Nevertheless, share prices for many of these
securities may already reflect the likelihood of further rate increases and are
undervalued, thus offering longer-term investment opportunity.

          Your Fund, consistent with its long-term investment focus has not
engaged in currency hedging. Foreign exchange fluctuations can affect
performance in the short-term. However, we continue to believe that proper share
selection on a long-term basis can mitigate this risk, a conclusion that has
historically proven correct.

          In many ways, 1995 should be much like 1994 with the "madness of
crowds" guiding market behavior. Fortunately, market volatility can create
opportunity, especially for fundamental investors with long-term perspectives.
We hope you will also take comfort in the fact that we continue to vigorously
research, check and double check each individual security purchased for your
Fund. Virtually all securities we purchase have a detailed written analysis
which looks back five years over the company's

<TABLE> 
<CAPTION> 

                 10 Largest Positions on 12/31/94
                      (% of Total Portfolio)

             <S>                               <C>  
             Hitachi Ltd.                      1.5%
             Svenska Handelsbanken, A          1.4%
             Astra AB, A                       1.3%
             Bayer AG                          1.3%
             Banque Nationale De               
               Paris (BNP)                     1.2%
             Sony Corp.                        1.2%
             Pioneer International Ltd.        1.1%
             Barclays PLC                      1.1%
             Deutsche Bank AG                  1.1%
             Stet (Sta Finanziaria Telefonica  
                Torino) SPA, di Risp           1.1%
</TABLE> 

                  FUND ASSET ALLOCATION ON 12/31/04

                  [PIE CHART APPEARS HERE SHOWING
                    ASSET ALLOCATION OF THE FUND]

<TABLE> 
<CAPTION> 

                 Description                   Amount
             -------------------           --------------
             <S>                           <C>  
             Short Term & Other                  5% 
             Equity*                            95%
</TABLE> 
*Equity includes convertible and preferred stocks
<PAGE>
 
Templeton Institutional Funds, Inc. Growth Series

letter continued................................................................

- --------------------------------------------------------------------------------
                             Templeton Growth Fund
                         Total Return Index Comparison
                  $5,000,000 Investment: 05/03/93 - 12/31/94

[GRAPH APPEARS HERE SHOWING COMPARISON BETWEEN TIFI GROWTH SERIES, MSCI WORLD
INDEX AND THE CPI INDEX]

<TABLE> 
<CAPTION> 

                                05/03/93          12/31/94
  <S>                          <C>               <C> 
  TIFI GROWTH SERIES           $5,000,000        $5,922,790
  MSCI                         $5,000,000        $5,712,856
  CPI INDEX                    $5,000,000        $5,201,618

</TABLE> 

Periods ended December 31, 1994

<TABLE> 
<CAPTION> 
                                                      Since          
                                                    Inception
                                    One-Year        (05/03/93)
  <S>                               <C>               <C> 
  Average Annual Total Return/1/    -1.32%            10.73%
  Cumulative Total Return/2/        -1.32%            18.46%

</TABLE> 

    /1 /Average annual total return figures represent the average annual
        increase in value of an investment over the specified periods. The
        calculations assume reinvestment of dividends and capital gains
        distributions.

    /2 /The cumulative return shows the change in value of an investment over
        the period(s) indicated. The calculations assume reinvestment of
        dividends and capital gains distributions.

        Investment return and principal value fluctuate, so that your shares,
        when redeemed, may be worth more or less than their original cost. Past
        performance cannot guarantee future results.
- --------------------------------------------------------------------------------

development and 3-5 years into the future. Each share we purchase is tracked by
at least one of three dozen analysts and followed closely in our database which
contains over 200 data items on each company. We also hope you will take comfort
in the fact that we are trying to purchase securities that are fundamentally
inexpensive. 

          Finally, we take great comfort and pride in our staff. So many of our
professionals have given up large parts of their personal lives to contribute
their talents and work towards our effort of trying to deliver superior
performance. We realize your expectations are high. We respect the confidence
you have shown in our organization by placing your assets in our care and we are
dedicated to the tasks at hand. We thank you for your continued relationship
with the Templeton organization.


Sincerely,


/s/ Donald F. Reed
Donald F. Reed, C.F.A., C.I.C.
President
Templeton Institutional Funds, Inc.


/s/ James E. Chaney
James E. Chaney, P.E.
Vice President
Templeton Investment Counsel, Inc.



For more complete portfolio information, call Templeton Fund Information, 
toll-free, at 800-362-6243.
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Financial Highlights
 
- --------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period)
<TABLE>
<CAPTION>
                                                                MAY 3, 1993
                                                             (COMMENCEMENT OF
                                              YEAR ENDED      OPERATIONS) TO
                                           DECEMBER 31, 1994 DECEMBER 31, 1993
                                           ----------------- -----------------
<S>                                        <C>               <C>
Net asset value, beginning of period           $  11.80          $  10.00
                                               --------          --------
Income from investment operations:
 Net investment income                              .20               .06
 Net realized and unrealized gain (loss)           (.36)             1.94
                                               --------          --------
Total from investment operations                   (.16)             2.00
                                               --------          --------
Distributions:
 Dividends from net investment income              (.20)             (.05)
 Distributions from net realized gains             (.50)             (.15)
                                               --------          --------
Total distributions                                (.70)             (.20)
                                               --------          --------
Change in net asset value                          (.86)             1.80
                                               --------          --------
Net asset value, end of year                   $  10.94          $  11.80
                                               ========          ========
TOTAL RETURN *                                  (1.32)%            20.04%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000)                  $194,059          $184,013
Ratio of expenses to average net assets           0.95%             1.00%**
Ratio of net investment income to average
  net assets                                      1.69%             1.19%**
Portfolio turnover rate                          17.23%            17.32%
</TABLE>
 
*NOT ANNUALIZED IN PERIODS OF LESS THAN ONE YEAR.
**ANNUALIZED.
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               5
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Investment Portfolio, December 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY       ISSUE                         COUNTRY    SHARES       VALUE
 <C>            <S>                           <C>      <C>         <C>
 
- -------------------------------------------------------------------------------
 COMMON STOCKS: 91.8%
- -------------------------------------------------------------------------------
 Aerospace & Military Technical Systems:
  1.4%
                Boeing Co.                      U.S.        29,500 $  1,379,125
                British Aerospace PLC           U.K.       196,753    1,315,935
                                                                   ------------
                                                                      2,695,060
- -------------------------------------------------------------------------------
 Appliances & Household Durables: 1.2%
                Sony Corp.                      Jpn.        41,000    2,326,971
- -------------------------------------------------------------------------------
 Automobiles: 2.3%
                Consorcio G Grupo Dina SA
                 de CV, ADR                     Mex.        40,000      380,000
                Ford Motor Co.                  U.S.        46,000    1,288,000
                *Regie Nationale des Usines
                 Renault SA                      Fr.        28,500      941,818
                Volvo AB, B                     Swe.        92,500    1,742,805
                                                                   ------------
                                                                      4,352,623
- -------------------------------------------------------------------------------
 Banking: 17.1%
                Argentaria Corporacion
                 Bancaria de Espana SA, ADR      Sp.        92,250    1,648,969
                Australia & New Zealand
                 Banking Group Ltd.             Aus.       571,150    1,881,827
                Banco Bilbao Vizcaya             Sp.        64,000    1,587,540
                Banco de Andalucia               Sp.        12,750    1,423,932
                Banco di Sardegna SPA, di
                 Risp                           Itl.        64,000      444,488
                Banco Portugues de
                 Investimento SA               Port.        93,891    1,403,757
                BankAmerica Corp.               U.S.        24,000      948,000
                Banque Nationale de Paris        Fr.         8,000      367,721
                Banque Nationale de Paris,
                 ADR                             Fr.        43,300    2,013,450
                Barclays PLC                    U.K.       221,533    2,115,928
                Canadian Imperial Bank of
                 Commerce                       Can.        55,000    1,328,195
                Chemical Banking Corp.          U.S.        28,100    1,008,088
                Deutsche Bank AG                Ger.         4,450    2,064,759
                First Chicago Corp.             U.S.        22,000    1,050,500
                HSBC Holdings PLC               H.K.       112,494    1,213,990
                Mercantile Bancorporation       U.S.        38,250    1,195,313
                National Bank of Canada         Can.       176,000    1,191,944
                National Bank of Greece SA       Gr.         7,250      337,287
                National Westminster Bank
                 PLC                            U.K.       208,277    1,674,871
                PT Panin Bank, fgn.            Indo.       639,500      916,481
                Svenska Handelsbanken, A        Swe.       201,000    2,650,948
                TR Financial Corp.              U.S.        91,500    1,200,938
                TSB Group PLC                   U.K.       420,000    1,540,881
                Westpac Banking Corp.           Aus.       574,244    1,936,539
                                                                   ------------
                                                                     33,146,346
- -------------------------------------------------------------------------------
 Broadcasting & Publishing: 1.1%
                News Corp. Ltd.                 Aus.       225,707      883,643
                Vereniging Nederlandse
                 Uitgevers VB (VNU)            Neth.        12,500    1,297,598
                                                                   ------------
                                                                      2,181,241
- -------------------------------------------------------------------------------
 Building Materials & Components: 1.8%
                *Owens Corning Fiberglas
                 Corp.                          U.S.        35,900    1,148,800
                Pioneer International Ltd.      Aus.       875,000    2,170,694
                *Uralita SA                      Sp.        18,400      179,631
                                                                   ------------
                                                                      3,499,125
- -------------------------------------------------------------------------------
 Business & Public Services: 3.9%
                Attwoods PLC                    U.K.       670,000    1,223,795
                Esselte AB, A                   Swe.        93,000    1,207,784
                *Novacare Inc.                  U.S.        82,500      598,125
                Societe Generale de
                 Surveillance Holdings
                 Ltd., br.                     Swtz.         1,080    1,492,955
                Welsh Water PLC                 U.K.       140,000    1,445,602
                WMX Technologies Inc.           U.S.        58,000    1,522,500
                                                                   ------------
                                                                      7,490,761
- -------------------------------------------------------------------------------
</TABLE>
 
6
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Investment Portfolio, December 31, 1994 (cont.)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY       ISSUE                      COUNTRY    SHARES            VALUE
 <C>            <S>                        <C>      <C>              <C>
 
- ---------------------------------------------------------------------------------
 COMMON STOCKS (CONT.)
- ---------------------------------------------------------------------------------
 Chemicals: 3.6%
                Akzo Nobel NV               Neth.          10,700    $  1,235,255
                Bayer AG                     Ger.          10,500       2,432,563
                *European Vinyls Corp.
                 EVC International NV       Neth.          18,785         832,171
                Rhone-Poulenc SA, A           Fr.          73,000       1,693,447
                Union Carbide Corp.          U.S.          25,000         734,375
                                                                     ------------
                                                                        6,927,811
- ---------------------------------------------------------------------------------
 Data Processing & Reproduction: 0.7%
                International Business
                 Machines Corp. (IBM)        U.S.          19,000       1,396,500
- ---------------------------------------------------------------------------------
 Electrical & Electronics: 3.1%
                Asea AB, A                   Swe.          26,125       1,909,128
                Hitachi Ltd.                 Jpn.         285,000       2,831,391
                Philips Electronics NV      Neth.          42,000       1,243,620
                                                                     ------------
                                                                        5,984,139
- ---------------------------------------------------------------------------------
 Energy Equipment & Services: 0.7%
                International Recovery
                 Corp.                       U.S.          84,000       1,281,000
- ---------------------------------------------------------------------------------
 Energy Sources: 3.6%
                Phillips Petroleum Co.       U.S.          23,500         769,625
                Repsol SA                     Sp.          60,500       1,640,912
                Saga Petroleum AS, A         Nor.         130,000       1,412,939
                Societe Elf Aquitane SA       Fr.          28,578       2,011,322
                USX-Marathon Group Inc.      U.S.          70,000       1,146,250
                                                                     ------------
                                                                        6,981,048
- ---------------------------------------------------------------------------------
 Financial Services: 4.4%
                *Capital Portugal Fund      Port.            5,300        431,550
                *Creditanstalt
                 Investment
                 Privatisation Fund PLC      Csk.               335         9,772
                Dean Witter Discover &
                 Co.                         U.S.          35,842       1,214,148
                Federal National
                 Mortgage Assn.              U.S.          16,400       1,195,150
                *Glendale Federal Bank
                 FSB                         U.S.         105,000       1,010,625
                India Fund, B                Ind.         688,964       1,783,903
                Korea International
                 Trust                       Kor.                33     1,930,500
                *Turkish Growth Fund         Tur.         100,000       1,025,000
                                                                     ------------
                                                                        8,600,648
- ---------------------------------------------------------------------------------
 Food & Household Products: 2.8%
                Albert Fisher Group PLC      U.K.      2,029,447        1,508,162
                Dairy Farm International
                 Holdings Ltd.               H.K.         995,929       1,068,331
                Hillsdown Holdings PLC       U.K.         617,985       1,730,644
                Vitro SA                     Mex.         229,500       1,053,405
                Vitro SA, ADR                Mex.            8,600        120,400
                                                                     ------------
                                                                        5,480,942
- ---------------------------------------------------------------------------------
 Forest Products & Paper: 4.1%
                Carter Holt Harvey Ltd.      N.Z.         450,000         921,818
                Georgia-Pacific Corp.        U.S.          25,000       1,787,500
                International Paper Co.      U.S.          18,000       1,356,750
                Metsa Serla OY, B            Fin.          29,000       1,273,219
                PT Barito Pacific
                 Timber, fgn.               Indo.         260,000         411,056
                Scott Paper Co.              U.S.          16,000       1,106,000
                Stora Kopparbergs
                 Bergslags AB, B             Swe.          18,000       1,085,249
                                                                     ------------
                                                                        7,941,592
- ---------------------------------------------------------------------------------
</TABLE>
 
                                                                               7
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Investment Portfolio, December 31, 1994 (cont.)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY       ISSUE                         COUNTRY    SHARES       VALUE
 <C>            <S>                           <C>      <C>         <C>
 
- -------------------------------------------------------------------------------
 COMMON STOCKS (CONT.)
- -------------------------------------------------------------------------------
 Health & Personal Care: 2.3%
                Astra AB, A                     Swe.        97,000 $  2,506,409
                Bristol Myers Squibb Co.        U.S.        17,500    1,012,813
                Hafslund Nycomed SA, B          Nor.        20,400      425,345
                Recordati Industria Chimica
                 e Farmaceutica SPA, di
                 Risp                           Itl.       220,000      592,725
                                                                   ------------
                                                                      4,537,292
- -------------------------------------------------------------------------------
 Industrial Components: 0.6%
                Goodyear Tire & Rubber Co.      U.S.        34,000    1,143,250
- -------------------------------------------------------------------------------
 Insurance: 6.9%
                Aegon NV                       Neth.        23,528    1,504,469
                Aetna Life & Casualty Co.       U.S.        21,300    1,003,763
                American International
                 Group Inc.                     U.S.        11,500    1,127,000
                Capital RE Corp.                U.S.        55,400    1,516,575
                CIGNA Corp.                     U.S.        15,000      954,375
                International Nederlanden
                 Group                         Neth.        23,062    1,089,397
                Kemper Corp.                    U.S.        26,000      984,750
                London Insurance Group Inc.     Can.        79,000    1,295,313
                Presidential Life Corp.         U.S.       206,400    1,083,600
                Swiss Reinsurance Co.,
                 partn. ctf.                   Swtz.         2,531    1,525,153
                Zuerich Versicherungs-
                 Gesellschaft.                 Swtz.         1,450    1,378,738
                                                                   ------------
                                                                     13,463,133
- -------------------------------------------------------------------------------
 Machinery & Engineering: 0.5%
                *VA Technologie AG, br.        Aust.        10,000    1,006,647
- -------------------------------------------------------------------------------
 Merchandising: 7.0%
                Burton Group PLC                U.K.     1,820,000    1,943,349
                Dayton-Hudson Corp.             U.S.        18,500    1,308,875
                Home Depot Inc.                 U.S.        27,000    1,242,000
                K Mart Corp.                    U.S.        82,000    1,066,000
                Koninklijke Bijenkorf
                 Beheer NV (KBB)               Neth.        18,900    1,066,997
                Kwik Save Group PLC             U.K.       185,000    1,591,883
                Limited Inc.                    U.S.        59,500    1,078,438
                Sears Roebuck & Co.             U.S.        22,500    1,035,000
                *Waban Inc.                     U.S.        82,000    1,455,500
                Wessel & Vett AS, C             Den.        30,000    1,775,352
                                                                   ------------
                                                                     13,563,394
- -------------------------------------------------------------------------------
 Metals & Mining: 2.9%
                Alcan Aluminum Ltd.             Can.        44,000    1,117,448
                Aluminum Co. of America         U.S.        17,300    1,498,613
                *Elkem AS, A                    Nor.        35,000      452,865
                Reynolds Metals Co.             U.S.        25,500    1,249,500
                *Union Miniere NPV              Bel.        18,000    1,400,503
                                                                   ------------
                                                                      5,718,929
- -------------------------------------------------------------------------------
 Multi-Industry: 3.7%
                Amer Group Ltd., A              Fin.        77,000    1,332,742
                Hutchison Whampoa Ltd.          H.K.       365,000    1,476,511
                Jardine Matheson Holdings
                 Ltd.                           H.K.       212,440    1,516,938
                Jardine Strategic Holdings
                 Ltd.                           H.K.       405,000    1,329,499
                Swire Pacific Ltd., A           H.K.       245,000    1,526,204
                                                                   ------------
                                                                      7,181,894
- -------------------------------------------------------------------------------
 Real Estate: 1.1%
                American Health Properties
                 Inc.                           U.S.        44,900      886,775
                *Catellus Development Corp.     U.S.       220,000    1,292,500
                                                                   ------------
                                                                      2,179,275
- -------------------------------------------------------------------------------
</TABLE>
 
8
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Investment Portfolio, December 31, 1994 (cont.)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY       ISSUE                      COUNTRY       SHARES         VALUE
 <C>            <S>                        <C>      <C>              <C>
 
- ---------------------------------------------------------------------------------
 COMMON STOCKS (CONT.)
- ---------------------------------------------------------------------------------
 Telecommunications: 4.5%
                Alcatel Alsthom SA            Fr.           12,750   $  1,088,560
                Compania de Telefonos de
                 Chile SA, ADR              Chil.           17,500      1,378,125
                STET (Sta Finanziaria
                 Telefonica Torino) SPA,
                 di Risp                     Itl.          850,000      2,014,951
                Telefonica de Argentina
                 SA, B, ADR                  Arg.           24,000      1,272,000
                Telefonica de Espana SA       Sp.          142,500      1,683,476
                Telefonos de Mexico SA,
                 L, ADR                      Mex.           33,000      1,353,000
                                                                     ------------
                                                                        8,790,112
- ---------------------------------------------------------------------------------
 Textiles & Apparel: 0.7%
                *Fruit of the Loom Inc.,
                 A                           U.S.           47,000      1,269,000
- ---------------------------------------------------------------------------------
 Transportation: 2.3%
                Anangel-American
                 Shipholdings Ltd., ADR       Gr.           35,000        529,375
                *OMI Corp.                   U.S.          171,300      1,134,863
                Singapore Airlines Ltd.,
                 fgn.                       Sing.          110,000      1,011,321
                *Stolt Nielsen SA            U.S.           53,500      1,103,438
                *USAir Group Inc.            U.S.          172,000        752,500
                                                                     ------------
                                                                        4,531,497
- ---------------------------------------------------------------------------------
 Utilities Electrical & Gas: 6.9%
                British Gas PLC              U.K.          344,000      1,687,224
                *CEZ                         Csk.            5,000        243,379
                Electricidad de Caracas     Venz.        1,119,166      1,357,584
                Endesa-Empresa Nacional
                 de Electricidad SA           Sp.           30,000      1,221,652
                Evn Energie-Versorgung
                 Niederoesterreich AG       Aust.           15,500      2,013,614
                Hongkong Electric
                 Holdings Ltd.               H.K.          440,000      1,202,714
                Iberdrola SA                  Sp.          285,000      1,758,177
                South Wales Electricity      U.K.          133,000      1,860,227
                VEBA AG                      Ger.            5,700      1,974,548
                                                                     ------------
                                                                       13,319,119
- ---------------------------------------------------------------------------------
 Wholesale & International Trade: 0.6%
                Brierley Investments
                 Ltd.                        N.Z.        1,541,689      1,115,213
                                                                     ------------
 TOTAL COMMON STOCKS (cost $169,667,084)                              178,104,562
- ---------------------------------------------------------------------------------
 PREFERRED STOCKS: 2.1%
- ---------------------------------------------------------------------------------
                Kaufman & Broad Home
                 Corp., B, conv., pfd.       U.S.           55,200        738,300
                News Corp. Ltd.              Aus.          112,853        388,451
                Philippine Long Distance
                 Telephone Co., conv.,
                 pfd.                       Phil.           47,000      1,504,000
                Telebras-
                 Telecomunicacoes
                 Brasileiras SA, ADR        Braz.           33,000      1,485,000
                                                                     ------------
 TOTAL PREFERRED STOCKS (cost $2,793,229)                               4,115,751
- ---------------------------------------------------------------------------------
<CAPTION>
                                                      PRINCIPAL IN
                                                    LOCAL CURRENCY**
- ---------------------------------------------------------------------------------
 <C>            <S>                        <C>      <C>              <C>
 BONDS: 1.1%
- ---------------------------------------------------------------------------------
                C.S. Holding Finance BV,
                 4.875%, conv., 11/19/02     U.S.          605,000        765,325
                PIV Investment Finance
                 (Cayman) Ltd., 4.50%,
                 conv., 12/1/00              U.S.          600,000        408,000
                Softe SA, 4.25%, conv.,
                 7/30/98                     Itl.    1,470,000,000        944,806
                                                                     ------------
 TOTAL BONDS (cost $2,193,578)                                          2,118,131
- ---------------------------------------------------------------------------------
 SHORT TERM OBLIGATION: 3.8% (cost $7,307,342)
- ---------------------------------------------------------------------------------
                U.S. Treasury Bills,
                 4.87% to 5.45% with
                 maturities to 2/23/95       U.S.        7,330,000      7,311,814
- ---------------------------------------------------------------------------------
 TOTAL INVESTMENTS: 98.8% (cost $181,961,233)                         191,650,258
 OTHER ASSETS, LESS LIABILITIES: 1.2%                                   2,408,621
                                                                     ------------
 TOTAL NET ASSETS: 100.0%                                            $194,058,879
                                                                     ============
</TABLE>
*NON-INCOME PRODUCING.
**CURRENCY OF COUNTRIES INDICATED.
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               9
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Financial Statements
 
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
 
<TABLE>
<S>                                                    <C>
Assets:
 Investment in securities, at value (identified cost
   $181,961,233)                                       $  191,650,258
 Receivables:
  Capital shares sold                                          91,695
  Investment securities sold                                2,239,150
  Dividends and interest                                      684,716
 Unamortized organization costs                                 4,830
                                                       --------------
   Total assets                                           194,670,649
                                                       --------------
Liabilities:
 Payables for investment securities purchased                 275,114
 Accrued expenses                                             336,656
                                                       --------------
   Total liabilities                                          611,770
                                                       --------------
Net assets, at value                                   $  194,058,879
                                                       ==============
Net assets consist of:
 Unrealized appreciation on investments                $    9,689,025
 Distribution in excess of net realized gain                 (262,640)
 Net capital paid in on shares of capital stock           184,632,494
                                                       --------------
Net assets, at value                                   $  194,058,879
                                                       ==============
Shares outstanding                                         17,740,337
                                                       ==============
Net asset value per share ($194,058,879 / 17,740,337)  $        10.94
                                                       ==============
</TABLE>
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
10
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
for the year ended December 31, 1994
 
<TABLE>
<S>                                                <C>          <C>
Investment income: (net of $412,801 foreign taxes
  withheld)
 Dividends                                         $ 4,658,791
 Interest                                              496,649
                                                   -----------
  Total income                                                  $ 5,155,440
Expenses:
 Management fees (Note 3 )                           1,365,883
 Administrative fees (Note 3)                          216,577
 Custodian fees                                        103,700
 Reports to shareholders                                34,500
 Audit fees                                             20,750
 Legal fees                                              6,921
 Registration and filing fees                           86,500
 Directors' fees and expenses                            6,500
 Amortization of organization costs                      1,380
 Other                                                  10,990
                                                   -----------
  Total expenses                                                  1,853,701
                                                                -----------
   Net investment income                                          3,301,739
Realized and unrealized gain (loss):
 Net realized gain (loss) on:
  Investments                                        7,993,699
  Foreign currency transactions                       (158,733)
                                                   -----------
                                                     7,834,966
 Net unrealized depreciation on investments        (14,142,808)
                                                   -----------
   Net realized and unrealized loss                              (6,307,842)
                                                                -----------
 Net decrease in net assets resulting from opera-
   tions                                                        $(3,006,103)
                                                                ===========
</TABLE>
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                              11
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                 MAY 3, 1993
                                                              (COMMENCEMENT OF
                                               YEAR ENDED      OPERATIONS) TO
                                            DECEMBER 31, 1994 DECEMBER 31, 1993
                                            ----------------- -----------------
<S>                                         <C>               <C>
Increase (decrease) in net assets:
 Operations:
  Net investment income                       $  3,301,739      $    975,887
  Net realized gain from security and for-
    eign currency transactions                   7,834,966         2,511,936
  Net unrealized appreciation (deprecia-
    tion)                                      (14,142,808)       23,831,833
                                              ------------      ------------
   Net increase (decrease) in net assets
     resulting from operations                  (3,006,103)       27,319,656
 Distributions to shareholders:
  From net investment income                    (3,458,409)         (819,217)
  From net realized capital gain                (8,353,991)       (2,255,551)
 Capital share transactions (Note 2)            24,864,875       159,667,619
                                              ------------      ------------
   Net increase in net assets                   10,046,372       183,912,507
Net assets:
 Beginning of period                           184,012,507           100,000
                                              ------------      ------------
 End of period                                $194,058,879      $184,012,507
                                              ============      ============
</TABLE>
 
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
12
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Notes to Financial Statements
 
- -------------------------------------------------------------------------------
1. SUMMARY OF ACCOUNTING POLICIES
 
Growth Series (the Fund) is a separate series of Templeton Institutional
Funds, Inc. (the Company) which is an open-end, diversified management invest-
ment company registered under the Investment Company Act of 1940. The follow-
ing summarizes the Fund's significant accounting policies.
 
a. Securities Valuations:
 
Securities listed or traded on a recognized national or foreign stock exchange
or NASDAQ are valued at the last reported sales prices on the principal ex-
change on which the securities are traded. Over-the-counter securities and
listed securities for which no sale is reported are valued at the mean between
the last current bid and asked prices. Securities for which market quotations
are not readily available are valued at fair value as determined by management
and approved in good faith by the Board of Directors.
 
b. Foreign Currency Translations:
 
Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars based on the rate of exchange of
such currencies against U.S. dollars on the date of valuation. Purchases and
sales of portfolio securities and income items denominated in foreign curren-
cies are translated into U.S. dollar amounts on the respective dates of such
transactions. When the Fund purchases or sells foreign securities it customar-
ily enters into foreign exchange contracts to minimize foreign exchange risk
between the trade date and the settlement date of such transactions.
 
The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations
are included with the net realized and unrealized gain or loss from invest-
ments.
 
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the differences between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books, and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the value of assets and liabilities other than investments in securities at
the end of the fiscal period, resulting from changes in the exchange rate.
 
c. Income Taxes:
 
It is the Fund's policy to comply with the requirements of the Internal Reve-
nue Code applicable to regulated investment companies and to distribute all
its taxable income to its shareholders. Therefore, no provision has been made
for federal income taxes.
 
d. Unamortized Organization Costs:
 
Organization costs are being amortized on a straight line basis over a five
year period.
 
e. Security Transactions, Investment Income, Distributions, and Expenses:
 
Security transactions are accounted for on a trade date basis. Dividend income
is recorded on the ex-dividend date. Certain dividend income on foreign secu-
rities is recorded as soon as information is available to the Fund. Interest
income and estimated expenses are accrued daily. Distributions to sharehold-
ers, which are determined in accordance with income tax regulations, are re-
corded on the ex-dividend date.
 
2. TRANSACTIONS IN SHARES OF CAPITAL STOCK
 
At December 31, 1994, there were 520 million shares of capital stock autho-
rized ($0.01 par value) of which 120 million shares have been classified as
Fund shares. Transactions in the Fund's shares are as follows:
 
<TABLE>
<CAPTION>
                                                      PERIOD FROM MAY 3, 1993
                                                           (COMMENCEMENT
                                   YEAR ENDED           OF OPERATIONS ) TO
                                DECEMBER 31, 1994        DECEMBER 31, 1993
                              ----------------------  ------------------------
                               SHARES      AMOUNT       SHARES       AMOUNT
                              ---------  -----------  ----------  ------------
     <S>                      <C>        <C>          <C>         <C>
     Shares sold              1,772,408  $21,324,831  15,593,367  $159,538,142
     Shares issued on rein-
       vestment of distribu-
       tions                  1,064,536   11,760,196     265,745     3,072,007
     Shares redeemed           (697,333)  (8,220,152)   (268,386)   (2,942,530)
                              ---------  -----------  ----------  ------------
     Net increase             2,139,611  $24,864,875  15,590,726  $159,667,619
                              =========  ===========  ==========  ============
</TABLE>
 
                                                                             13
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Notes to Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
 
3. INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 
Certain officers of the Company are also directors or officers of Templeton In-
vestment Counsel, Inc. (TICI), Templeton Global Investors, Inc. (TGII), Frank-
lin Templeton Distributors, Inc. (FTD), and Franklin Templeton Investors Serv-
ices, Inc. (FTIS), the Fund's investment manager, administrative manager, prin-
cipal underwriter and transfer agent, respectively. The Fund pays monthly an
investment management fee to TICI equal, on an annual basis, to 0.70% of the
average daily net assets of the Fund. The Fund pays TGII monthly its allocated
share of an administrative fee of 0.15% per annum on the first $200 million of
the Company's aggregate average daily net assets, 0.135% of the next $500 mil-
lion, 0.10% of the next $500 million and 0.075% per annum of such average net
assets in excess of $1.2 billion. TGII has voluntarily agreed to limit the to-
tal expenses of the Fund to an annual rate of 1.00% of the Fund's average net
assets through year ended December 31, 1994. For the year ended December 31,
1994, no such reimbursement was necessary. For the year ended December 31,
1994, FTD and FTIS received no amounts with respect to the Fund.
 
An officer of the Fund is a partner of Dechert Price & Rhoads, legal counsel
for the Company, which received fees of $6,921 for the year ended December 31,
1994.
 
4. PURCHASES AND SALES OF SECURITIES
 
Purchases and sales of securities (excluding short-term securities) for the
year ended December 31, 1994, aggregated $51,079,135 and $31,620,901, respec-
tively. The cost of securities for federal tax purposes aggregated
$183,773,558. Realized gains and losses are reported on an identified cost ba-
sis.
 
At December 31, 1994, the aggregate gross unrealized appreciation and deprecia-
tion of portfolio securities, based on cost for federal income tax purposes,
was as follows:
 
<TABLE>
      <S>                          <C>
      Unrealized appreciation      $ 19,198,201
      Unrealized depreciation       (11,321,501)
                                   ------------
      Net unrealized appreciation  $  7,876,700
                                   ============
</TABLE>
 
5. DISTRIBUTIONS
 
Income distributions and capital gain distributions are determined in accor-
dance with income tax regulations which may differ from generally accepted ac-
counting principles. These differences are primarily due to differing treat-
ments for passive foreign investment companies ("PFIC") held by the Fund. As a
result, the amount distributed from capital gains includes $432,369 ($0.03 per
share) attributable to the PFIC mark to market rules which is included in
unrealized appreciation under generally accepted accounting principles.
 
14
<PAGE>
 
Templeton Institutional Funds, Inc.
Growth Series
Independent Auditor's Report
 
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
Templeton Institutional Funds, Inc.--Growth Series
 
We have audited the accompanying statement of assets and liabilities, including
the investment portfolio, of the Growth Series of Templeton Institutional
Funds, Inc. as of December 31, 1994, and the related statement of operations
for the year then ended, and the statement of changes in net assets and finan-
cial highlights for the year then ended and for the period from May 3, 1993
(commencement of operations) to December 31, 1993. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and fi-
nancial highlights based on our audits.
 
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial high-
lights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of De-
cember 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant esti-
mates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Growth Series of Templeton Institutional Funds, Inc. as of December 31, 1994,
the results of its operations, the changes in its net assets and the financial
highlights for the periods indicated, in conformity with generally accepted ac-
counting principles.
 
                             [SIGNATURE OF MCGLADREY & PULLEN, LLP APPEARS HERE]
 
New York, New York
February 3, 1995
 
 
                                                                              15
<PAGE>
 
                     [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
This report must be preceded or accompanied by the prospectus of the Templeton
Institutional Funds, Inc.

Investors should be aware that the value of investments made for the Fund may go
up as well as down and that the Investment Manager may make errors in selecting
the securities for the Fund's portfolio. Like any investment in securities, the
Fund's portfolio will be subject to the risk of loss from market, currency,
economic, political, and other factors. The Fund and Fund investors are not
protected from such losses by the Investment Manager. Therefore, investors who
cannot accept the risk of such losses should not invest in shares of the Fund.

The Fund is not FDIC insured, is not an obligation of, nor guaranteed by any
bank or financial institution, and involves investment risks, including possible
loss of principal.





                                                          Principal Underwriter:

                                                              FRANKLIN TEMPLETON
                                                              DISTRIBUTORS, INC.

                                                              700 Central Avenue
                                              St. Petersburg, Florida 33701-3628

                                                   Account Service: 800-684-4001
                                                  Fund Information: 800-362-6243


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