TEMPLETON INSTITUTIONAL FUNDS INC
N-30D, 1996-03-08
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                 TEMPLETON INSTITUTIONAL FUNDS, INC.
                    FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
                               FOR THE YEAR ENDED
                                DECEMBER 31, 1995


<PAGE>


                                                         ----------------------
                                                          Principal Underwriter:

                                                          Franklin Templeton
                                                          Distributors, Inc.
                                                          700 Central Avenue
                                                          St. Petersburg
                                                          Florida 33701-3628

                                                          Institutional Services
                                                          1-800-321-8563

                                                          Fund Information
                                                          1-800-362-6243

                                                          This  report  must  be
                                                          preceded            or
                                                          accompanied   by   the
                                                          prospectus    of   the
                                                          Templeton
                                                          Institutional   Funds,
                                                          Inc.      Like     any
                                                          investment          in
                                                          securities,  the value
                                                          of     The      Fund's
                                                          portfolio    will   be
                                                          subject to the risk of
                                                          loss   from    market,
                                                          currency,    economic,
                                                          political   and  other
                                                          factors,  as  well  as
                                                          investment   decisions
                                                          by   the    investment
                                                          manager which will not
                                                          always  be  profitable
                                                          or wise.  The Fund and
                                                          its  investors are not
                                                          protected   from  such
                                                          losses      by     the
                                                          investment    manager.
                                                          Therefore,   investors
                                                          who cannot accept this
                                                          risk should not invest
                                                          in shares of the Fund.
                                                          ---------------------


MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENT PRODUCTS:

ARE NOT FDIC INSURED;
ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY FINANCIAL 
INSTITUTION;
ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL 
AMOUNT INVESTED.




ZT459 A 12/95
<PAGE>

December 31, 1996

Dear Shareholder...

         1994 was a difficult year for US and Non-US  equities and bonds.  Money
market  instruments,  however,  generally offered good relative returns given an
uncertain  investment  environment.  Interest  rates were rising,  many emerging
markets were being  affected by adverse  political  and  economic  developments,
including the Mexican monetary crisis, and there were signs of a global economic
slowdown. It was a year that also witnessed the demise of several over-leveraged
US hedge funds.

         At the beginning of 1995, given difficulties  experienced in 1994, many
investors were maintaining conservative portfolios.  Our view, however, was more
optimistic than the market consensus given our longer-term, five-year investment
horizon.  In last year's annual  report,  we viewed the market's  pessimism as a
buying opportunity for patient, fundamental investors. Our optimism had improved
because  the  number of names on our  bargain  (buy)  list had  grown  since the
beginning of 1994 because many share prices had fallen significantly,  yet their
underlying long-term  fundamentals,  based on our analysis,  remained relatively
unchanged.

         It is therefore not surprising, given reasonable fundamentals and a 
reversal in the direction of interest rates, that performance for many 
financial markets (including many global stock markets) improved in 1995.
Furthermore, performance results of many overseas stock markets, stated in US 
dollar terms, were enhanced by stronger local currencies.  The Templeton 
Institutional Funds, Inc. Foreign Equity (South Africa Free) Series (the

                          TOTAL RETURNS AS OF 12/31/95
                                            One-Year          Cumulative
                                              Average           Since
                                            Annual 1,2       Inception 1,3
                                                               (05/03/93)

TIFI Foreign Equity (SAF) Series            13.27             43.31
MSCI EAFE ex SAI                             7.72             26.61

1        Past expense reductions by the Fund's manager increased the Fund's 
total returns.
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.

[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.

continued


<PAGE>


TEMPLETON INSTITUTIONAL FUNDS, INC. FOREIGN EQUITY (SAF) SERIES
letter continued

                      INDUSTRY DIVERSIFICATION ON 12/31/95
                             (% of Total Portfolio)

Utilities Electrical & Gas                            10.3%
Financial Services                                     7.9%
Telecommunications                                     7.4%
Multi-industry                                         6.0%
Food & Household Products                              5.7%
Insurance                                              5.3%
Business & Public Services                             4.6%
Energy Sources                                         4.3%
Forest Products & Paper                                3.5%

                            [PIE CHART APPEARS HERE}
                       GEOGRAPHIC DISTRIBUTION ON 12/31/95
                               ( of Equity Assets)

Europe                              58.5%
North America                        4.7%
Asia                                20.4%
Australia/New Zealand                8.9%
Latin America/Caribbean              7.5%

"Fund")  remains  unhedged and was also a  beneficiary  of this  approach.  Some
markets,  however,  continued  to be  disappointing,  particularly  the emerging
markets. Additionally,  within most global stock markets, results varied amongst
industry sectors and individual stocks, given mixed earnings results.

         The two most  interesting  developments  in 1995  were the  exceptional
performance  gains  of the US  stock  market  and the  recent  weakening  of the
Japanese Yen, which generally  remains  uncorrelated to movements of other major
currencies.  Interestingly, despite strong US stock markets and foreign exchange
volatility  concerns,  US institutional and retail investor  contributions  into
global and international stock funds remained strong.

         Within this  environment,  the Fund  outperformed  the unmanaged Morgan
Stanley Capital  International  Europe  Australia and Far East (excluding  South
Africa Involvement) Index ("MSCI EAFE ex SAI") for 1995, returning 13.4% against
the index return of 7.7%.  The Fund also  returned  2.7% versus the MSCI EAFE ex
SAI return of 4.5% for the quarter ending December 31, 1995. Since its inception
on May 3, 1993,  the Fund has provided a 14.5% average annual return against the
MSCI EAFE ex SAI index return of 8.3%.

         The 1995  performance  relative  to the  benchmark  index is  primarily
attributable to several key factors.  Most importantly,  the portfolio  remained
underweighted in the Japanese market which  underperformed the index,  despite a
strong  fourth  quarter.  Performance  was also  enhanced by  maintaining  share
positions in the United  Kingdom,  Hong Kong,  Sweden and Spain.  Alternatively,
many of the Fund's  emerging  markets  holdings  continued to  underperform  the
index.

         Portfolio  turnover in 1995 remained low, with  geographic and industry
weightings  fluctuating  through  the  year,  due to share  price  appreciation,
depreciation,  and  buying  and  selling of  shares.  Overall,  on a  geographic
perspective,  the Fund's Continental European weigHting has increased, while its
Far Eastern  emerging  markets and United Kingdom  weightings  have fallen.  The
Fund's  Japanese  weighting has also  increased,  but is  anticipated  to remain
significantly  underweighted relative to the MSCI EAFE index. Valuations of most
Japanese shares remain expensive based on our valuation  criteria.  We have been
fortunate,  however,  to discover several new Japanese shares which are now held
in the Fund. These opportunities may benefit from recent regulatory changes. For
example,   Japanese   companies  are  now  permitted  to  repurchase  shares,  a
shareholder value enhancing alternative which was previously prohibited.

         Additionally,  the Fund's assets decreased to $16 million at the end of
1995,  compared  to  $40  million  as of the  end of  1994.  With  a  number  of
shareholders  removing  South  Africa  investment  restrictions  in  1995,  many
transferred to the Fund's sister product,  the Foreign Equity Series. The Fund's
share price, as measured by net asset value,


<PAGE>


                        10 LARGEST POSITIONS ON 12/31/95
                             (% of Total Portfolio)
U.S. Treasury Note,
8.875% 2/15/96                                       2.6%
Electricidad de Caracas                              1.9%
Ing Groep NV                                         1.7%
Iberdrola SA                                         1.7%
Canadian Imperial Bank
of Commerce                                          1.6%
Svenska Handelsbanken                                1.6%
Societe General de Surveillance
Holdings                                             1.6%
Banco Bilbao Vizcaya                                 1.6%
Vetropack AG                                         1.5%
Aegon NV                                             1.5%

                            [PIE CHART APPEARS HERE]
                        FUND ASSET ALLOCATION ON 12/31/95

Short-term & other                          11.7%
Equity*                                     88.3%

*Equity includes convertible and preferred stocks

was  $6.81 at  December  31,  1995,  compared  to $8.13 at  December  31,  1994.
Shareholders  received $0.57 per share in dividend income and $1.73 per share in
capital gains in 1995.

         We are now  entering  the second  half of the  1990's and are  probably
somewhere  near or beyond the mid-point of the current  global  economic  cycle.
Most financial  markets have been good  performers  over the past five years and
are  typically  valued  above  historical  averages.  These  results  are  often
attributed to low sustainable  inflation,  economic  liberalization  of emerging
nations  and the  spread of  democracy  and  capitalism  into  former  communist
countries.  Are these assumptions  reasonable and, more  importantly,  will 1996
offer  good  or  poor  investment  returns,  particularly  in the  international
markets? We do not really know, nor does anyone else.

         We believe,  however,  that our overall level of optimism for long-term
prospects of international  shares remain unchanged.  For example, the number of
international  investment  opportunities  on our bargain  list is about equal to
those in January 1995.  These stocks today, on an absolute basis,  are typically
being priced in global markets at levels similar to last year's valuations. Many
of these stocks are also viewed as being more  attractive  than US peers,  which
seems logical given the recent  appreciation of the US stock market.  The source
of funds (sell) list is also about the same size as last year.  Throughout 1995,
the general composition of these lists did not change  significantly,  except in
the  emerging  markets  arena,  where the number of shares on the  bargain  list
increase in the first half of the year, and subsequently fell in the second half
due to long-term earnings revisions and/or share price changes.

         The emerging  markets have no doubt been  volatile and will continue to
be so going forward. We will, however,  continue to maintain  investments in the
emerging  markets arena,  despite poor performance in 1994 and 1995. We continue
to  identify  investment  opportunities  in Far  Eastern  markets and in Eastern
European   markets  like  the  Czech  Republic.   India  also  deserves  further
investigation.

         In Europe,  economic turmoil due to Maastricht  compliance concerns may
also continue to provide us with investment  opportunities  in France and Italy.
Alternatively,  many shares in Scandinavia  and the United Kingdom are viewed as
being less attractive than last year.

         Our best  ideas  generally  remain  focused  on  several  themes.  More
specifically,  many of our potential  bargains are shares of companies  that are
considered  special  situations.   These  companies  are  typically  focused  on
restructuring, turnaround and/or consolidation activities. Other recommendations
include shares which offer strong cash flow and stable earnings.

         1996  should  be much  like  every  year,  one  filled  with  potential
opportunities.  In  searching  for  opportunities,  we  continue  to  vigorously
research each individual security purchased for the Fund. In addition, we try to
purchase securities that we believe are fundamentally

<PAGE>


TEMPLETON INSTITUTIONAL FUNDS, INC. FOREIGN EQUITY (SAF) SERIES
letter continued
                              [GRAPH APPEARS HERE]
                         Total Return Index Comparison1
                   $5,000,000 Investment: 05/03/93 - 12/31/95

                                     INCEPT
                                     (Millions)       12/95

TIFI Foreign Equity (SAF) Series     $5                $7,165,500
MSCI EAFE Ex SAI Index               $5                $6,180,378
CPI Index                            $5                $5,325,203

Period ended December 31, 1995

                                                                   Since
                                                                 Inception
                                                     One-Year    (05/03/93)
Average Annual Total Return 1,2                      13.27%            14.48%
Cumulative Total Return 1,3                          13.27%            43.31%

1        Past expense reductions by the Fund's manager increased the Fund's 
total returns.

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.



inexpensive.  There are, of course,  general risks  involved with  international
investing related to market,  currency,  economic,  political and other factors.
These risks are discussed in the Fund's prospectus.

         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.
Senior Vice President
Templeton Investment Counsel, Inc.



For more  complete  portfolio  information,  call  Templeton  Fund  Information,
toll-free, at 1-800-362-6243.

<PAGE>
      
TEMPLETON INSTITUTIONAL FUNDS, INC.
FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the period)
                                                                                                      
                                                                                                      MAY 3, 1993 
                                                        YEAR ENDED DECEMBER 31                      (COMMENCEMENT OF
                                                       ---------------------------                   OPERATIONS) TO
                                                            1995                  1994              DECEMBER 31, 1993
                                                       ----------------      ----------------       ------------------

<S>                                                    <C>                    <C>                   <C>
Net asset value, beginning of period                    $8.13                 $12.50                $10.00
                                                       ----------            -----------            ---------

Income from investment operations:
     Net investment income                                .62                   .32                    .10
     Net realized and unrealized gain (loss)              .36                  (.55)                  2.77
                                                       ----------            ------------           ----------
Total from investment operations                          .98                  (.23)                  2.87
                                                       ----------            ------------           ----------

Distributions:
     Dividends from net investment income                (.57)                 (.21)                  (.06)
     Distributions from net realized gains              (1.73)                (3.93)                  (.31)
                                                       ----------------      ----------------       ----------------
Total distributions                                     (2.30)                (4.14)                  (.37)
                                                       ----------------      ----------------       ----------------
Change in net asset value                               (1.32)                (4.37)                  2.50
                                                       ----------------      ----------------       ----------------
Net asset value, end of year                             $6.81                 $8.13                 $12.50
                                                       ================      ================       ================

TOTAL RETURN *                                          13.27%                (1.94)%                28.81%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000)                         $17,445                 $39,576                $93,006
Ratio of expenses to average net assets                  1.05%                 1.05%                  1.01%**
Ratio of expenses, net of reimbursement,
     to average net assets                               1.00%                 1.00%                  1.00%**
Ratio of net investment income to average
     net assets                                          3.04%                 2.04%                  1.58%**
Portfolio turnover rate                                 66.65%                34.26%                 82.52%

</TABLE>


*Not annualized in periods of less than one year.
**Annualized.


                       See Notes to Financial Statements.


<PAGE>

TEMPLETON INSTITUTIONAL FUNDS, INC.
FOREIGN EQUITY  (SOUTH AFRICA FREE) SERIES
- -------------------------------------------------------------------------------
Investment Portfolio,  December 31, 1995
<TABLE>
<CAPTION>


Industry                 Issue                                   Country          Shares           Value
<S>                      <C>                                     <C>               <C>              <C>
- -----------------------------------------------------------------------------------------------------------
COMMON STOCKS: 81.1%
- -----------------------------------------------------------------------------------------------------------
Banking:13.6%
     Argentaria Corporacion Bancaria de Espana SA, ADR          Sp.                 11,000        $221,375
     Australia & New Zealand Banking Group Ltd.                 Aus.                56,000         262,635
     Banco Bilbao Vizcaya                                       Sp.                  7,500         270,198
     Banco de Andalucia                                         Sp.                    800         116,735
     Banco Portugues de Investimento SA                         Port.                6,600          78,887
     Barclays PLC                                               U.K.                12,000         137,719
     Canadian Imperial Bank of Commerce                         Can.                 9,500         282,707
     Daegu Bank Co. Ltd.                                        Kor.                 5,500          84,427
     HSBC Holdings PLC                                          H.K.                17,391         263,142
   * Komercni Banka AS                                          Csk.                 1,000          53,814
   * Komercni Banka AS, GDR, 144A                               Csk.                 2,000          36,400
     National Bank of Canada                                    Can.                20,900         170,320
   * Sparbanken Sverige AB, A                                   Swe.                 9,550         121,488
     Svenska Handelsbanken, A                                   Swe.                13,500         280,469
                                                                                           ----------------
                                                                                                 2,380,316
- -----------------------------------------------------------------------------------------------------------
Building Materials & Components: 1.1%
     Pioneer International Ltd.                                 Aus.                74,000         190,852
- -----------------------------------------------------------------------------------------------------------
Business & Public Services: 4.4%
     Esselte AB, A                                              Swe.                16,500         248,402
     Societe Generale de Surveillance Holdings Ltd., br.        Swtz.                  140         277,937
   * Welsh Water PLC                                            U.K.                20,333         244,725
                                                                                           ----------------
                                                                                                   771,064
- -----------------------------------------------------------------------------------------------------------
Chemicals: 0.7%
     European Vinyls Corp. EVC International NV                 Neth.                4,600         119,730
- -----------------------------------------------------------------------------------------------------------
Construction & Housing: 1.6%
     Daito Trust Construction Co. Ltd.                          Jpn.                17,000         200,804
     Kyudenko Corp.                                             Jpn.                 6,000          79,005
                                                                                           ----------------
                                                                                                   279,809
- -----------------------------------------------------------------------------------------------------------
Electronic Components & Instruments: 1.0%
     BICC                                                       U.K.                42,000         180,022
- -----------------------------------------------------------------------------------------------------------
Energy Sources: 4.3%
   * MOL Magyar Olay - Es Gazipari RT, GDS 144A                 Hun.                 9,483          77,049
     Repsol SA                                                  Sp.                  6,300         206,451
     Saga Petroleum AS, A                                       Nor.                16,000         213,448
     Societe Elf Aquitane SA                                    Fr.                  3,503         258,093
                                                                                           ----------------
                                                                                                   755,041
- -----------------------------------------------------------------------------------------------------------
Financial Services: 6.5%
   * Capital Portugal Fund                                      Port.                2,300         194,772
     Chile Fund Inc.                                            Chil.                4,100         106,600
   * Creditanstalt Cesky Investicni Fond                        Csk.                 2,456          56,735
   * India Fund, B                                              Ind.                65,000         103,972
     Korea International Trust                                  Kor.                     2         104,000
     Singapore Fund                                             Sing.               13,634         182,355
     Thai Fund Inc.                                             Thai.               10,852         242,814
   * Turkish Growth Fund                                        Tur.                14,000         145,250
                                                                                           ----------------
                                                                                                 1,136,498
- -----------------------------------------------------------------------------------------------------------
Food & Household Products: 5.7%
     Albert Fisher Group PLC                                    U.K.               274,000         204,249
     Cafe de Coral Holdings Ltd.                                H.K.               864,000         196,656
     Hillsdown Holdings PLC                                     U.K.                86,169         226,155
     PT Japfa Comfeed Indonesia, fgn.                           Indo.               69,000          33,949
     Vetropack AG                                               Swtz.                   90         271,131
     Vitro SA                                                   Mex.                39,000         $60,661
                                                                                           ----------------
                                                                                                   992,801
- -----------------------------------------------------------------------------------------------------------
Forest Products & Paper: 3.5%
     Carter Holt Harvey Ltd.                                    N.Z.                89,000         192,006
     Metsa Serla OY, B                                          Fin.                 2,500          76,957
     PT Barito Pacific Timber, fgn.                             Indo.               72,000          52,744
     PT Pabrik Kertas Tjiwi Kimia, fgn.                         Indo.               55,482          50,957
     Stora Kopparbergs Bergslags AB, B                          Swe.                19,500         233,385
                                                                                           ----------------
                                                                                                   606,049
- -----------------------------------------------------------------------------------------------------------
Health & Personal Care: 2.7%
     Ares-Serono SA, B                                          Swtz.                  320         224,707
     Hafslund Nycomed SA, B                                     Nor.                10,000         253,390
                                                                                           ----------------
                                                                                                   478,097
- -----------------------------------------------------------------------------------------------------------
Insurance: 5.3%
     Aegon NV                                                   Neth.                6,000         265,901
     Ing Groep NV                                               Neth.                4,500         301,105
     London Insurance Group Inc.                                Can.                 8,900         180,099
   * Zuerich Versicherung, new                                  Swtz.                  600         179,454
                                                                                           ----------------
                                                                                                   926,559
- -----------------------------------------------------------------------------------------------------------
Machinery & Engineering: 1.8%
     Hitachi Koki Co. Ltd.                                      Jpn.                 9,000          81,561
     VA Technologie AG, br., 144A                               Aust.                1,800         228,266
                                                                                           ----------------
                                                                                                   309,827
- -----------------------------------------------------------------------------------------------------------
Merchandising: 1.3%
     Koninklijke Bijenkorf Beheer NV (KBB)                      Neth.                2,000         132,326
     Kwik Save Group PLC                                        U.K.                11,000          86,098
                                                                                           ----------------
                                                                                                   218,424
- -----------------------------------------------------------------------------------------------------------
Metals & Mining: 3.1%
   * Inmet Mining Corp.                                         Can.                 9,500          69,589
     Renison Goldfields Consolidated Ltd.                       Aus.                48,459         241,315
   * Union Miniere NPV                                          Bel.                 3,400         227,013
                                                                                           ----------------
                                                                                                   537,917
- -----------------------------------------------------------------------------------------------------------
Multi-Industry: 6.0%
     Amer Group Ltd., A                                         Fin.                10,000         155,981
   * BTR PLC, A                                                 Aus.                28,215         137,778
     Hutchison Whampoa Ltd.                                     H.K.                42,500         258,875
     Jardine Matheson Holdings Ltd.                             H.K.                31,877         218,357
     Swire Pacific Ltd., A                                      H.K.                29,000         225,024
   * Waste Management International PLC, ADR                    U.K.                 4,000          43,000
                                                                                           ----------------
                                                                                                 1,039,015
- -----------------------------------------------------------------------------------------------------------

Real Estate: 1.2%
     Bail Investissement                                        Fr.                  1,250         212,375
- -----------------------------------------------------------------------------------------------------------
Telecommunications: 4.4%
     Compania de Telecomunicaciones de Chile SA, ADR            Chil.                1,250         103,594
     Philippine Long Distance Telephone Co., GDR, 144A          Phil.                5,500         171,188
   * SPT Telecom AS                                             Csk.                   400          37,801
     STET (Sta Finanziaria Telefonica Torino) SPA, di Risp      Itl.               107,000         218,008
     Telefonica de Espana SA                                    Sp.                 17,000         235,449
                                                                                           ----------------
                                                                                                   766,040
- -----------------------------------------------------------------------------------------------------------
Transportation: 1.1%
     Brambles Industries Ltd.                                   Aus.                16,500         183,955
- -----------------------------------------------------------------------------------------------------------
Utilities Electrical & Gas: 10.3%
     British Gas PLC                                            U.K.                55,500         218,925
   * CEZ                                                        Csk.                 3,400         122,913
     Electricidad de Caracas                                    Venz.              483,233         330,221
     Endesa-Empresa Nacional de Electricidad SA                 Sp.                  3,400         192,564
     Evn Energie-Versorgung Niederoesterreich AG                Aust.                1,450         198,965
     Gesa-Gas y Electricidad SA                                 Sp.                  2,350         131,546
     Iberdrola SA                                               Sp.                 32,500         297,403
   * National Grid Holdings PLC                                 U.K.                15,974         $49,615
     Shandong Huaneng Power                                     Chn.                17,000         114,750
     South Wales Electricity                                    U.K.                 9,900         144,060
                                                                                           ----------------
                                                                                                 1,800,962
- -----------------------------------------------------------------------------------------------------------
Wholesale & International Trade: 1.5%
     Brierley Investments Ltd.                                  N.Z.               320,000         253,131
                                                                                           ----------------
                                                                                           ----------------
Total Common Stocks: (cost $13,128,411)                                                         14,138,484
- -----------------------------------------------------------------------------------------------------------
PREFERRED STOCKS: 2.3%
     Nacional Financiera SA, conv. pfd.                         Mx.                  5,815         191,895
     Telebras-Telecomunicacoes Brasileiras SA, pfd., ADR        Braz.                3,500         165,813
     Welsh Water PLC, pfd.                                      U.K.                21,000          35,548
                                                                                           ----------------
Total Preferred Stocks (cost $335,377)                                                             393,256
</TABLE>

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            Principal in
                                                                            Local Currency**
- -----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>
BONDS: 4.9%
     Cia de Inversiones en Telecomunicaciones SA, 7.00%, 3/3/98 U.S.                 2,880         167,040
     PIV Investment Finance (Cayman) Ltd., 4.50%, conv., 12/1/00U.S.               290,000         242,150
     U.S. Treasury Note, 8.875%, 2/15/96                        U.S.               450,000         451,899
                                                                                           ----------------
Total Bonds (cost $835,094)                                                                        861,089
- -----------------------------------------------------------------------------------------------------------
SHORT TERM OBLIGATIONS: 8.1% (cost $1,421,130)
     U.S. Treasury Bills,  4.65% to 5.28%, with
         maturities to 3/14/96                                  U.S.             1,430,000       1,421,777
- -----------------------------------------------------------------------------------------------------------
Total Investments: 96.4%  (cost $15,720,012)                                                    16,814,606
Other Assets, less liabilities: 3.6%                                                               631,131
                                                                                           ================
Net Assets: 100.0%                                                                             $17,445,737
                                                                                           ================
                                                                                           ----------------
</TABLE>


   * Non-income producing.
  ** Principal amount in currency of countries indicated.


                       See Notes to Financial Statements.

<PAGE>

TEMPLETON INSTITUTIONAL FUNDS, INC.
FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<S>                                                                 <C>                                           
Assets:
       Investments in securities, at value
             (identified cost $15,720,012)                          $16,814,606
       Cash                                                             195,573
       Receivables:
             Investment securities sold                                 268,649
             Dividends and interest                                     242,810
       Unamortized organization costs                                     3,395
                                                                   ------------
                 Total assets                                        17,525,033
                                                                   ------------

Liabilities:
       Payables for investment securities purchased                      11,875
       Accrued expenses                                                  67,421
                                                                   ------------
                 Total liabilities                                       79,296
                                                                  -------------
Net assets, at value                                                $17,445,737
                                                                  =============


Net assets consist of:
       Unrealized appreciation on investments                        $1,055,965
       Distribution in excess of net realized gain                    (140,280)
       Net capital paid in on shares of
             capital stock                                           16,530,052
                                                                  -------------
Net assets, at value                                                $17,445,737
                                                                 ==============

Shares outstanding                                                    2,562,747
                                                                 ==============

Net asset value per share
       ($17,445,737 / 2,562,747)                                          $6.81
                                                                 ==============

</TABLE>






                       See Notes to Financial Statements.

<PAGE>

TEMPLETON INSTITUTIONAL FUNDS, INC.
FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
FINANCIAL STATEMENTS (CONT.)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<S>                                                                        <C>                <C>
Investment income: (net of $147,724 foreign taxes withheld)
     Dividends                                                             $1,079,106
     Interest                                                                 329,613
                                                                      ---------------
          Total income                                                                         $1,408,719
Expenses:
     Management fees (Note 4 )                                                243,952
     Administrative fees (Note 4)                                              34,346
     Custodian fees                                                            48,867
     Reports to shareholders                                                    2,300
     Audit fees                                                                14,373
     Registration and filing fees                                              17,130
     Directors' fees and expenses                                               1,900
     Amortization of organization costs                                         1,424
     Other                                                                      1,995
                                                                      ----------------
          Total expenses                                                      366,287
     Less expenses reimbursed (Note 4)                                        (17,998)
                                                                       ---------------
          Total expenses less reimbursement                                                      348,289
                                                                                            -------------

              Net investment income                                                            1,060,430

Realized and unrealized gain (loss): Net realized gain (loss) on:
            Investments                                                     3,511,376
            Foreign currency transactions                                     (11,277)
                                                                        --------------
                                                                            3,500,099
                                                                        --------------

     Net unrealized depreciation on:
          Investments                                                        (285,627)
          Foreign currency translations of other assets and liabilities       (38,629)
                                                                        --------------
                                                                             (324,256)
                                                                        --------------
          Net realized and unrealized gain                                                     3,175,843
                                                                                             -------------

Net increase in net assets resulting from operations                                          $4,236,273
                                                                                            ==============

</TABLE>

                       See Notes to Financial Statements.

<PAGE>

TEMPLETON INSTITUTIONAL FUNDS, INC.
FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
FINANCIAL STATEMENTS (CONT.)
- ----------------------------------------------------------------------------



<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994



                                                                                      1995              1994
                                                                                -------------       -------------
<S>                                                                             <C>
Increase (decrease) in net assets:
     Operations:
        Net investment income                                                   $1,060,430             $1,405,482
        Net realized gain on investments and foreign currency transactions       3,500,099             11,933,455
        Net unrealized depreciation                                              (324,256)           (14,496,288)
                                                                                --------------      --------------
               Net increase (decrease) in net assets resulting from operations   4,236,273             (1,157,351)

     Distributions to shareholders:
        From net investment income                                               (1,304,156)              (978,249)
        From net realized capital gain                                           (4,691,584)           (20,207,441)

     Capital share transactions (Note 3)                                        (20,371,275)           (31,086,005)
                                                                                ---------------     --------------
               Net decrease in net assets                                       (22,130,742)           (53,429,046)

Net assets:
     Beginning of year                                                           39,576,479             93,005,525
                                                                                ----------------     --------------
     End of year                                                                $17,445,737            $39,576,479
                                                                                ================     ==============

</TABLE>





                       See Notes to Financial Statements.

<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,
diversified  management  investment  company  registered  under  the  Investment
Company Act of 1940. The following summarizes the Fund's significant  accounting
policies.

A. SECURITIES VALUATION:
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 exchange
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 TRANSACTIONS:
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 currencies
are  translated  into  U.S.  dollar  amounts  on the  respective  dates  of such
transactions. When the Fund purchases or sells foreign securities it customarily
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 investments.

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 Revenue
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.


<PAGE>




TEMPLETON INSTITUTIONAL FUNDS, INC.
TEMPLETON FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
- -----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONT.)


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
securities is recorded as soon as information is available to the Fund. Interest
income and estimated expenses are accrued daily.  Distributions to shareholders,
are determined in accordance with income tax regulations,  which may differ from
generally accepted accounting principles. These differences are primarily due to
differing  treatments for passive foreign investment companies held by the Fund.
Distributions are recorded on the ex-dividend date.

2.  MERGER OF TEMPLETON INSTITUTIONAL FUNDS, INC. FOREIGN EQUITY (SOUTH AFRICA 
    FREE) SERIES

On January 29, 1996,  the net assets of the Fund were  acquired by the Templeton
Institutional   Fund,  Inc.   Foreign  Equity  Series  pursuant  to  a  plan  of
reorganization  approved by the Funds shareholders.  The merger was accomplished
by a tax  free  exchange  of  shares  of the Fund for  shares  of the  Templeton
Institutional Fund, Inc. Foreign Equity Series.


3.  TRANSACTIONS IN SHARES OF CAPITAL STOCK

At December 31, 1995,  there were 700 million shares of the Company's ($0.01 par
value)  capital  stock of which 30 million have been  classified as Fund shares.
Transactions in the Fund's shares were as follows:
    
<TABLE>
<CAPTION>
                                                 YEAR  ENDED                              YEAR ENDED
                                                 DECEMBER 31, 1995                     DECEMBER 31, 1994
                                                -------------------                    ------------------

                                                  SHARES            AMOUNT                   SHARES            AMOUNT
<S>                                                <C>              <C>                      <C>              <C>
Shares sold                                         1,506,152       $12,070,904              436,822         $5,000,491
Shares    issued   in    reinvestment    of
distributions                                       1,191,896         8,688,115            1,647,939         15,467,056
Shares redeemed                                   (5,004,923)      (41,130,294)          (4,657,485)       (51,553,552)
                                             -----------------                       ----------------
Net decrease                                      (2,306,875)     ($20,371,275)          (2,572,724)      ($31,086,005)
- -------------------------------------------- =================  ================  ====================  ==================
</TABLE>

4.  INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Certain officers of the Company are also directors or officers of Templeton 
Investment Counsel, Inc. (TICI), Templeton Global Investors, Inc. (TGII), 
Franklin Templeton Distributors, Inc. (FTD), and Franklin Templeton Investor
services, Inc. (FTIS), the Fund's investment manager, administrative manager, 
principal underwriter and transfer agent, respectively.








<PAGE>


TEMPLETON INSTITUTIONAL FUNDS, INC.
- -----------------------------------------------------------------------------
TEMPLETON FOREIGN EQUITY (SOUTH AFRICA FREE) SERIES
- -----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS(CONT.)

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 million, 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 total expenses of the Fund to an annual rate of 1.00% of the Fund's
average net assets through  December 31, 1995. The amount of  reimbursement  for
the year ended  December 31, 1995 is set forth in the  Statement of  Operations.
For the year ended  December  31,  1995,  FTD and FTIS  received no amounts with
respect to the Fund.



5. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities) for the year
ended December 31, 1995 aggregated  $20,744,914 and  $44,538,218,  respectively.
The cost of securities for federal income tax purposes is $16,200,954.  Realized
gains and losses are reported on an identified cost basis.

At  December  31,  1995,  the  aggregate  gross   unrealized   appreciation  and
depreciation  of  portfolio  securities,  based on cost for  federal  income tax
purposes, was as follows:


         Unrealized appreciation                              $1,651,721
         Unrealized depreciation                              ( 1,038,069)
                                                              ------------
         Net unrealized appreciation                          $   613,652
                                                              ===========



<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,  including
the  investment  portfolio,  of the Foreign Equity (South Africa Free) Series of
Templeton  Institutional  Funds,  Inc. as of December 31, 1995,  and the related
statement of operations  for the year then ended,  the  statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the two years in the period then ended and the period 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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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
December 31, 1995, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
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
Foreign Equity (South Africa Free) Series of Templeton Institutional Funds, Inc.
as of December 31, 1995, the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  indicated,  in conformity
with generally accepted accounting principles.




/s/MCGLADREY & PULLEN, LLP


New York, New York
January 31, 1996






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