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

TIFI 

Foreign Equity 
(South Africa Free) Series

ANNUAL REPORT

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

Dear 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. Foreign 
Equity (South Africa Free) Series (the "Fund") under performed its benchmark
index this year as did most funds with international investment mandates. It
returned -4.0% for the fourth quarter and -1.94% for the year ending December
31, 1994, compared to the unmanaged Morgan Stanley Capital International Europe,
Australia and the Far East excluding South Africa Investment ("MSCI EAFE ex
SAI") index returns of -1.9% and 8.5%. Since inception on May 3, 1993, the Fund
has provided a 15.1% average annual return against the MSCI EAFE ex SAI index
return of 8.6%. A majority of the performance difference versus the index for
1994 was due to no holdings in Japanese shares in the Fund against a 45.8%
weighting in the MSCI EAFE index. Nevertheless, we anticipate remaining
underweighted in Japan because Japanese shares, in most industry sectors, remain
overvalued based on our investment criteria.

     The Fund also had total assets of $40 million at the end of 1994 compared 
to $93 million as of the end of 1993, with the majority 


                         Total Returns as of 12/31/94
<TABLE> 
<CAPTION> 
                                            One-Year           Cumulative 
                                         Average Annual/1/  Since Inception/2/
 <S>                                     <C>                <C> 
 TIFI Foreign Equity (SAF) Series            -1.94                26.36

 EAFE ex SAI Index                            8.51                14.75
</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 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. Foreign Equity (SAF) Series
letter continued..............................................................


       Industry Diversification on 12/31/94
                (% of Total Portfolio)
<TABLE> 
      <S>                                <C> 
      Banking                            18.1%
      Utilities Electrical & Gas          9.6%
      Telecommunications                  7.7%
      Financial Services                  7.3%
      Food & Household Products           7.2%
      Business & Public Services          6.8%
      Insurance                           6.2%
      Forest Products & Paper             4.9%
      Merchandising                       4.7%
      Multi-Industry                      4.2%
</TABLE> 

                         Templeton Institutional Fund
                      Geographic Distribution on 12/31/94
                          Based on % of Total Equity

                       [PIE CHART APPEARS HERE SHOWING 
                     GEOGRAPHIC DISTRIBUTION OF THE FUND]


<TABLE> 
<CAPTION> 
                  Description                   Amount
                  ------------------------     --------
                  <S>                          <C> 
                  Europe                         65.3%
                  Asia                           15.6%
                  Latin America/Caribbean         7.1%
                  Australia/New Zealand           7.4%
                  North America                   4.6%
</TABLE> 
 
of the decrease in assets a result of exchanges to the Foreign Equity Series as
many investors removed their South Africa Free mandates. The Fund's share price,
as measured by net asset value, was $8.13 at December 31, 1994, compared to
$12.50 at December 31, 1993. Shareholders received $0.215 per share in dividend
income and $3.93 per share in capital gains in 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.

     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.

     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 
<PAGE>
 
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 markets
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 it's 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 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.

         10 Largest Positions on 12/31/94
             (% of Total Portfolio)
<TABLE> 
      <S>                                <C> 
      Burton Group PLC                   1.8%
      South Whales Electricity           1.8%
      TSB Group PLC                      1.7%
      Vetropack AG                       1.7%
      Aegon NV                           1.7%
      British Gas PLC                    1.7%
      International Nederlanden Group    1.7%
      Barclays PLC                       1.7%
      Svenska Handelsbanken              1.6%
      Astra AB, A                        1.6%
</TABLE> 

                         Templeton Institutional Fund
                       Fund Asset Allocation on 12/31/94


                        [PIE CHART APPEARS HERE SHOWING
                      FUND ASSET ALLOCATION ON 12/31/94]

<TABLE> 
                      <S>                           <C>    
                      Equity                        90%
                      Short Term & Other            10%
</TABLE> 

*Equity includes convertible and preferred stocks
<PAGE>
 
Templeton Institutional Funds, Inc. Foreign Equity  (SAF) Series
letter continued................................................................



                         Templeton Institutional Fund
                         Total Return Index Comparison/1/
                  $5,000,000 Investment: 05/03/93 - 12/31/94


     [GRAPH APPEARS HERE SHOWING COMPARISON BETWEEN TIFI FOREIGN EQUITY (SAF) 
                 SERIES, EAFE EX SAI INDEX AND THE CPI INDEX]

               
<TABLE> 
<CAPTION>            
                                         4/93             12/94
                                       ---------        ---------
<S>                                     <C>             <C> 
TIFI Foreign Equity (SAF) Series       5,000,000        6,317,965
EAFE ex SAI Index                      5,000,000        5,737,467
CPI Index                              5,000,000        5,201,618
</TABLE> 


Periods ended December 31, 1994

<TABLE> 
<CAPTION> 
                                                 Since          
                                               Inception
                                  One-Year     (5/03/93)
  <S>                             <C>          <C> 
  Average Annual Total Return/2/  -1.94%         15.12%
  Cumulative Total Return/3/      -1.94%         26.36%
</TABLE> 

/1/  The Fund's manager is waiving a portion of its management fees, which
     reduces operating expenses. Without these reductions, the Fund's total
     return would have been lower. The fee waiver may be discontinued at any
     time.

/2/  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.

/3/  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.    

     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,



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



James E. Chaney, P.E.
Senior 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.
Foreign Equity (South Africa Free) 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            $ 12.50           $ 10.00
                                                -------           -------
Income from investment operations:
 Net investment income                              .32               .10
 Net realized and unrealized gain (loss)           (.55)             2.77
                                                -------           -------
Total from investment operations                   (.23)             2.87
                                                -------           -------
Distributions:
 Dividends from net investment income              (.21)             (.06)
 Distributions from net realized gains            (3.93)             (.31)
                                                -------           -------
Total distributions                               (4.14)             (.37)
                                                -------           -------
Change in net asset value                         (4.37)             2.50
                                                -------           -------
Net asset value, end of year                    $  8.13           $ 12.50
                                                =======           =======
TOTAL RETURN *                                  (1.94)%            28.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000)                   $39,576           $93,006
Ratio of expenses to average net assets           1.05%             1.01%**
Ratio of expenses, net of reimbursement,
  to average net assets                           1.00%             1.00%**
Ratio of net investment income to average
  net assets                                      2.04%             1.58%**
Portfolio turnover rate                          34.26%            82.52%
</TABLE>
 
*NOT ANNUALIZED IN PERIODS OF LESS THAN ONE YEAR.
**ANNUALIZED.
 
 
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               5
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Investment Portfolio, December 31, 1994
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY ISSUE                                  COUNTRY   SHARES      VALUE
 <C>      <S>                                    <C>     <C>        <C>
 
- -------------------------------------------------------------------------------
 COMMON STOCKS: 88.0%
- -------------------------------------------------------------------------------
 Automobiles: 1.6%
          Consorcio G Grupo Dina SA de CV, ADR     Mex.      14,000 $   133,000
          Volvo AB, B                              Swe.      26,500     499,290
                                                                    -----------
                                                                        632,290
- -------------------------------------------------------------------------------
 Banking: 18.1%
          Argentaria Corporacion Bancaria de
            Espana SA, ADR                          Sp.      25,000     446,875
          Australia & New Zealand Banking
            Group Ltd.                             Aus.     170,000     560,117
          Banco Bilbao Vizcaya                      Sp.      18,500     458,898
          Banco de Andalucia                        Sp.       2,750     307,123
          Banco Portugues de Investimento SA      Port.      24,000     358,822
          Banque Nationale de Paris, ADR            Fr.      13,500     627,750
          Barclays PLC                             U.K.      69,000     659,040
          Canadian Imperial Bank of Commerce       Can.      22,000     531,278
          HSBC Holdings PLC                        H.K.      41,500     447,851
          National Bank of Canada                  Can.      73,500     497,772
          National Bank of Greece SA                Gr.       8,300     386,135
          Svenska Handelsbanken, A                 Swe.      49,000     646,251
          TSB Group PLC                            U.K.     185,000     678,721
          Westpac Banking Corp.                    Aus.     165,000     556,434
                                                                    -----------
                                                                      7,163,067
- -------------------------------------------------------------------------------
 Broadcasting & Publishing: 1.5%
          Vereniging Nederlandse Uitgevers Vb
            (VNU)                                 Neth.       5,500     570,943
- -------------------------------------------------------------------------------
 Building Materials & Components: 1.4%
          Pioneer International Ltd.               Aus.     230,000     570,582
- -------------------------------------------------------------------------------
 Business & Public Services: 6.5%
          Attwoods PLC                             U.K.     295,000     538,835
          Ecco SA                                   Fr.       3,199     379,735
          Esselte AB, A                            Swe.      37,000     480,516
          Societe Generale de Surveillance
            Holdings Ltd., br.                    Swtz.         405     559,858
          Welsh Water PLC                          U.K.      60,000     619,544
                                                                    -----------
                                                                      2,578,488
- -------------------------------------------------------------------------------
 Chemicals: 0.6%
          *European Vinyls Corp. EVC
            International NV                      Neth.       5,695     252,287
- -------------------------------------------------------------------------------
 Data Processing & Reproduction: 0.4%
          *Newbridge Networks Corp.                Can.       4,400     168,989
- -------------------------------------------------------------------------------
 Energy Sources: 3.7%
          Repsol SA                                 Sp.      15,000     406,838
          Saga Petroleum AS, A                     Nor.      44,000     478,226
          Societe Elf Aquitane SA                   Fr.       8,300     584,155
                                                                    -----------
                                                                      1,469,219
- -------------------------------------------------------------------------------
 Financial Services: 5.9%
          *Capital Portugal Fund                  Port.       4,400     358,268
          *Creditanstalt Investment
            Privatisation Fund PLC                 Csk.          90       2,625
          India Fund, B                            Ind.     160,000     414,281
          Korea International Trust                Kor.           7     409,500
          Singapore Fund                          Sing.      22,000     327,250
          Thai Fund Inc.                          Thai.      21,334     477,348
          *Turkish Growth Fund                     Tur.      32,000     328,000
                                                                    -----------
                                                                      2,317,272
- -------------------------------------------------------------------------------
</TABLE>
 
6
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Investment Portfolio, December 31, 1994 (cont.)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY ISSUE                                COUNTRY   SHARES      VALUE
 <C>      <S>                                  <C>     <C>        <C>
 
- -----------------------------------------------------------------------------
 COMMON STOCKS (CONT.)
- -----------------------------------------------------------------------------
 Food & Household Products: 7.0%
          Albert Fisher Group PLC                U.K.     785,000 $   583,365
          Cafe de Coral Group Ltd.               H.K.   1,465,000     359,742
          Hillsdown Holdings PLC                 U.K.     220,000     616,102
          PT Japfa Comfeed Indonesia, fgn.      Indo.     130,000     155,255
          Vetropack AG, br.                     Swtz.         177     675,908
          Vitro SA                               Mex.      80,000     367,200
                                                                  -----------
                                                                    2,757,572
- -----------------------------------------------------------------------------
 Forest Products & Paper: 4.6%
          Carter Holt Harvey Ltd.                N.Z.     222,000     454,764
          Metsa Serla OY, B                      Fin.      11,500     504,897
          PT Barito Pacific Timber, fgn.        Indo.      75,000     118,574
          PT Pabrik Kertas Tjiwi Kimia, fgn.    Indo.      80,000     149,226
          Stora Kopparbergs Bergslags AB, B      Swe.      10,000     602,916
                                                                  -----------
                                                                    1,830,377
- -----------------------------------------------------------------------------
 Health & Personal Care: 2.8%
          Ares-Serono SA, B                     Swtz.         830     455,776
          Astra AB, A                            Swe.      25,000     645,982
                                                                  -----------
                                                                    1,101,758
- -----------------------------------------------------------------------------
 Insurance: 6.0%
          Aegon NV                              Neth.      10,500     671,410
          International Nederlanden Group       Neth.      14,000     661,328
          London Insurance Group Inc.            Can.      27,500     450,900
          Zuerich Versicherung, br.             Swtz.         625     594,283
                                                                  -----------
                                                                    2,377,921
- -----------------------------------------------------------------------------
 Machinery & Engineering: 0.9%
          VA Technologie AG, br.                Aust.       3,450     347,293
- -----------------------------------------------------------------------------
 Merchandising: 4.6%
          Burton Group PLC                       U.K.     670,000     715,408
          Koninklijke Bijenkorf Beheer (KBB)
            NV                                  Neth.       9,500     536,321
          Kwik Save Group PLC                    U.K.      64,000     550,705
                                                                  -----------
                                                                    1,802,434
- -----------------------------------------------------------------------------
 Metals & Mining: 1.7%
          *Elkem AS, A                           Nor.      23,000     297,596
          *Union Miniere NPV                     Bel.       5,050     392,919
                                                                  -----------
                                                                      690,515
- -----------------------------------------------------------------------------
 Multi-Industry: 4.0%
          Amer Group Ltd., A                     Fin.      18,000     311,550
          Hutchison Whampoa Ltd.                 H.K.     106,000     428,795
          Jardine Matheson Holdings Ltd.         H.K.      60,000     428,433
          Swire Pacific Ltd., A                  H.K.      69,000     429,829
                                                                  -----------
                                                                    1,598,607
- -----------------------------------------------------------------------------
 Telecommunications: 5.5%
          Compania de Telefonos de Chile SA,
            ADR                                 Chil.       5,050     397,688
          STET (Sta Finanziaria Telefonica
            Torino) SPA, di Risp                 Itl.     260,000     616,338
          Telefonica de Argentina SA, B, ADR     Arg.       6,450     341,850
          Telefonica de Espana SA                 Sp.      34,500     407,578
          Telmex-Telefonos de Mexico SA, L,
            ADR                                  Mex.       9,700     397,700
                                                                  -----------
                                                                    2,161,154
- -----------------------------------------------------------------------------
</TABLE>
 
                                                                               7
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Investment Portfolio, December 31, 1994 (cont.)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 INDUSTRY ISSUE                           COUNTRY      SHARES         VALUE
 <C>      <S>                             <C>     <C>              <C>
 
- ------------------------------------------------------------------------------
 COMMON STOCKS (CONT.)
- ------------------------------------------------------------------------------
 Transportation: 0.7%
          Singapore Airlines Ltd., fgn.    Sing.         29,000    $   266,621
- ------------------------------------------------------------------------------
 Utilities-Electrical & Gas: 9.2%
          British Gas PLC                   U.K.        135,000        662,137
          *CEZ                              Csk.          1,000         48,676
          Electricidad de Caracas          Venz.        467,037        566,531
          Endesa-Empresa Nacional de
            Electricidad SA                  Sp.         11,000        447,939
          Evn Energie-Versorgung           Aust.          3,700        480,669
          Gesa-Gas y Electricidad SA         Sp.          6,900        292,513
          Iberdrola SA                       Sp.         74,000        456,509
          South Wales Electricity           U.K.         50,000        699,334
                                                                   -----------
                                                                     3,654,308
- ------------------------------------------------------------------------------
 Wholesale & International Trade: 1.3%
          Brierley Investments Ltd.         N.Z.        705,000        509,977
                                                                   -----------
 TOTAL COMMON STOCKS (cost $33,696,247)                             34,821,674
- ------------------------------------------------------------------------------
 PREFERRED STOCKS: 2.0%
          Philippine Long Distance
            Telephone Co., conv., Pfd.     Phil.         12,500        400,000
          Telebras-Telecomunicacoes
            Brasileiras SA, ADR            Braz.          8,300        373,500
                                                                   -----------
          Total Preferred Stocks (cost
            $636,389)                                                  773,500
- ------------------------------------------------------------------------------
<CAPTION>
                                                    PRINCIPAL IN
                                                  LOCAL CURRENCY**
- ------------------------------------------------------------------------------
 <C>      <S>                             <C>     <C>              <C>
 BOND: 1.2% (cost $366,375)
- ------------------------------------------------------------------------------
          PIV Investment Finance
           (Cayman) Ltd., 4.5%, conv.,
           12/1/00                          U.S.     $  710,000        482,800
- ------------------------------------------------------------------------------
 SHORT TERM OBLIGATIONS: 5.2% (cost $2,069,248)
- ------------------------------------------------------------------------------
          U.S. Treasury Bills, 4.75% to
           5.47% with maturities to
           2/16/95                          U.S.      2,074,000      2,070,506
- ------------------------------------------------------------------------------
 TOTAL INVESTMENTS: 96.4% (cost $36,768,259)                        38,148,480
 OTHER ASSETS, LESS LIABILITIES: 3.6%                                1,427,999
                                                                   -----------
 TOTAL NET ASSETS: 100.0%                                          $39,576,479
                                                                   ===========
</TABLE>
 
*NON-INCOME PRODUCING
**CURRENCY IN COUNTRIES INDICATED.
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
8
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Financial Statements
 
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
 
<TABLE>
<S>                                                               <C>
Assets:
 Investment in securities, at value (identified cost $36,768,259) $38,148,480
 Cash                                                                  10,660
 Receivables:
  Investment securities sold                                          609,942
  Fund Shares sold                                                    500,000
  Dividends and interest                                              439,915
 Unamortized organization costs                                         4,818
                                                                  -----------
   Total assets                                                    39,713,815
                                                                  -----------
Liabilities:
 Payables for investment securities purchased                           3,305
 Accrued expenses                                                     134,031
                                                                  -----------
   Total liabilities                                                  137,336
                                                                  -----------
Net assets, at value                                              $39,576,479
                                                                  ===========
Net assets consist of:
 Undistributed net investment income                              $   703,936
 Unrealized appreciation on investments                             1,380,221
 Accumulated net realized gain                                        588,682
 Net capital paid in on shares of capital stock                    36,903,640
                                                                  -----------
Net assets, at value                                              $39,576,479
                                                                  ===========
Shares outstanding                                                  4,869,622
                                                                  ===========
Net asset value per share ($39,576,479 / 4,869,622)               $      8.13
                                                                  ===========
</TABLE>
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               9
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Financial Statements (cont.)
 
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
for the year ended December 31, 1994
 
<TABLE>
<S>                                                <C>           <C>
Investment income: (net of $208,670 foreign taxes
  withheld)
 Dividends                                         $  1,843,580
 Interest                                               251,045
                                                   ------------
  Total income                                                   $ 2,094,625
Expenses:
 Management fees (Note 3 )                              485,980
 Administrative fees (Note 3)                            77,383
 Custodian fees                                          36,000
 Reports to shareholders                                 28,100
 Audit fees                                              25,900
 Legal fees                                               8,300
 Registration and filing fees                            46,750
 Directors' fees and expenses                             7,000
 Amortization of organization costs                       1,365
 Other                                                    6,470
                                                   ------------
  Total expenses                                        723,248
 Less expenses reimbursed                               (34,105)
                                                   ------------
  Total expenses less reimbursement (Note 3)                         689,143
                                                                 -----------
   Net investment income                                           1,405,482
Realized and unrealized gain (loss):
 Net realized gain (loss) on:
  Investments                                        12,029,002
  Foreign currency transactions                         (95,547)
                                                   ------------
                                                     11,933,455
 Net unrealized depreciation on investments         (14,496,288)
                                                   ------------
   Net realized and unrealized loss                               (2,562,833)
                                                                 -----------
 Net decrease in net assets resulting from opera-
   tions                                                         $(1,157,351)
                                                                 ===========
</TABLE>
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
10
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) 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                       $  1,405,482       $   917,221
  Net realized gain from security and for-
    eign currency transactions                  11,933,455        11,959,117
  Net unrealized appreciation (deprecia-
    tion)                                      (14,496,288)       15,876,509
                                              ------------       -----------
   Net increase (decrease) in net assets
     resulting from operations                  (1,157,351)       28,752,847
 Distributions to shareholders:
  From net investment income                      (978,249)         (640,518)
  From net realized capital gain (Note 5)      (20,207,441)       (3,096,449)
 Capital share transactions (Note 2)           (31,086,005)       67,889,645
                                              ------------       -----------
   Net increase (decrease) in net assets       (53,429,046)       92,905,525
Net assets:
 Beginning of period                            93,005,525           100,000
                                              ------------       -----------
 End of year                                  $ 39,576,479       $93,005,525
                                              ============       ===========
</TABLE>
 
 
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                              11
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Notes to Financial Statements
 
- -------------------------------------------------------------------------------
1. SUMMARY OF ACCOUNTING POLICIES
 
Foreign Equity (South Africa Free) Series (the Fund) is a separate series of
Templeton Institutional Funds, Inc. (the Company) which is an open-end, diver-
sified management investment company registered under the Investment Company
Act of 1940. The following summarizes the Fund's significant accounting poli-
cies.
 
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 rates.
 
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 30 million have been classified as Fund
shares. Transactions in the Fund's shares were as follows:
 
<TABLE>
<CAPTION>
                                                        PERIOD FROM MAY 3, 1993
                                                           (COMMENCEMENT OF
                                    YEAR ENDED              OPERATIONS) TO
                                 DECEMBER 31, 1994         DECEMBER 31, 1993
                              ------------------------  ------------------------
                                SHARES       AMOUNT       SHARES       AMOUNT
                              ----------  ------------  ----------  ------------
     <S>                      <C>         <C>           <C>         <C>
     Shares sold                 436,822  $  5,000,491  11,192,377  $114,646,741
     Shares issued in rein-
       vestment of distribu-
       tions                   1,647,939    15,467,056     218,067     2,647,379
     Shares redeemed          (4,657,485)  (51,553,552) (3,978,098)  (49,404,475)
                              ----------  ------------  ----------  ------------
     Net (decrease) increase  (2,572,724) $(31,086,005)  7,432,346  $ 67,889,645
                              ==========  ============  ==========  ============
</TABLE>
 
12
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) 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 Investor Servic-
es, Inc. (FTIS), the Fund's investment manager, administrative manager, princi-
pal underwriter and transfer agent, respectively. The Fund pays monthly an in-
vestment management fee to TICI equal, on an annual basis, to 0.70% of the av-
erage 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 December 31, 1994. The amount of reimbursement for the year
ended December 31, 1994 is set forth in the Statement of Operations. 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 Funds, which firm received fees of $8,300 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 $21,647,849 and $60,713,364, respec-
tively. The cost of securities for federal income tax purposes is $37,581,798.
Realized gains and losses are reported on an identified cost basis.
 
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      $ 2,946,860
      Unrealized depreciation       (2,380,178)
                                   -----------
      Net unrealized appreciation  $   566,682
                                   ===========
</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 $174,129 ($0.04 per
share) attributable to the PFIC mark to market rules which is included in
unrealized appreciation under generally accepted accounting principles.
 
                                                                              13
<PAGE>
 
Templeton Institutional Funds, Inc.
Foreign Equity (South Africa Free) Series
Independent Auditor's Report
 
- -------------------------------------------------------------------------------
 
The Board of Directors and Shareholders
Templeton Institutional Funds, Inc.--Foreign Equity (South Africa Free) Series
 
We have audited the accompanying statement of assets and liabilities, includ-
ing the investment portfolio, of the Foreign Equity (South Africa Free) Series
of Templeton Institutional Funds, Inc. as of December 31, 1994, and the re-
lated statement of operations for year then ended, and, statement of changes
in net assets and the financial 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 financial 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
highlights 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 state-
ment 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
Foreign Equity (South Africa Free) 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 con-
formity with generally accepted accounting principles.
 
                             [SIGNATURE OF MCGLADREY & PULLEN, LLP APPEARS HERE]
 
New York, New York
February 3, 1995
 
14
<PAGE>
 
                     [THIS PAGE INTENTIONALLY LEFT BLANK]
<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

[RECYCLED PAPER LOGO
   APPEARS HERE]

TL459 A 12/94



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