U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer: Templeton Institutional Funds, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
2. Name of each series or class of funds for which this notice is filed:
Foreign Equity Series
Emerging Markets Series
Growth Series
Global Fixed Income Series (dissolved 12/31/96)
Foreign Equity (South Africa Free) Series (merged with
Foreign Equity Series 1/29/96)
3. Investment Company Act File Number: 811-6135
Securities Act File Number: 33-35779
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's
declaration: [N/A ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): [ N/A ]
7. Number and amount of securities of the same class of series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: [N/A ]
<PAGE>
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: [ N/A ]
9. Number and aggregate sale price of securities sold during the fiscal year:
114,155,620 shs
$1,557,528,722
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
114,155,620 shs
$1,557,528,722
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see instruction
B.7):
10,650,684 shs
$150,156,750
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $1,557,528,722
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 150,156,750
-------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 410,811,519
--------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
-------------
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2(line (i), plus
line (ii), less line (iii), plus line (iv)) (if applicable): 1,296,873,953
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $ 392,992.11
-------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See instruction C.3.
<PAGE>
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: February 25, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/JAMES R. BAIO
James R. Baio
Treasurer
Date: February 25, 1997
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
February 24, 1997
Templeton Institutional Funds, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sir or Madam:
As counsel for Templeton Institutional Funds, Inc. (the "Company")
during the fiscal year ended December 31, 1996, we are familiar with the
registration of the Company under the Investment Company Act of 1940 (File No.
811-6135) and the registration statement relating to its shares of common stock
(the "Shares") under the Securities Act of 1933 (File No. 33-35779)(the
"Registration Statement"). We also have examined such other Company records,
agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
124,806,304 Shares (representing 55,881,428 Shares of the Emerging Markets
Series, 65,280,523 Shares of the Foreign Equity Series, 3,587,463 Shares of the
Growth Series, 16 Shares of the Global Fixed Income Series, and 56,874 Shares of
the Foreign Equity (South Africa Free) Series) the registration of which is
being made definite by the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940 ("Notice") being filed by the Company for its fiscal year
ended December 31, 1996, assuming such Shares were sold at the public offering
price and delivered by the Company against receipt of the net asset value of the
Shares in compliance with the terms of the Registration Statement and the
requirements of applicable law, that such Shares were, when sold, duly and
validly authorized, legally and validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1996 pursuant to Rule 24f-2 under the
Investment Company Act of 1940 to be filed on behalf of the Company with the
Securities and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
