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.
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1. Name and address of issuer: Templeton Capital Accumulation
Plans
700 Central Avenue
St. Petersburg, Florida 33701
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2. Name of each series or class of funds for which this notice
is filed: N/A
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3. Investment Company Act File Number: 811-6198
Securities Act File Number: 33-37338
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4. Last day of fiscal year for which this notice is filed:8/31/96
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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 24f-2 declaration: N/A
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6): N/A
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7. Number and amount of securities of the same class of serie
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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: N/A
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9. Number and aggregate sale price of securities sold during the
fiscal year:
2,871,022 shs
$34,173,284
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
2,871,022 shs
$34,173,284
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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):
101,200 shs
$1,600,666
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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): $34,173,284
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(ii) Aggregate price of shares issued
in connection with dividend reinvestment
plans (from Item 11, if applicable): + 1,600,666
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 4,617,107
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(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
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(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): 31,156,843
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(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
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(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $ 9,441.47
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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.
13. Checkbox if fees are being remitted o 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: October 28, 1996
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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/PETER D. JONES
Franklin Templeton Distributors, Inc.
Sponsor of Templeton Capital
Accumulation Plans
Peter D. Jones, Senior Vice Presiden
Date: October 30, 1996
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE
SIGNATURE.
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Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
October 30, 1996
Franklin Templeton Distributors, Inc.
700 Central Avenue
St. Petersburg, Florida 33701-3628
Re: Templeton Capital Accumulation Plans
(File No. 33-37442)
Gentlemen:
Franklin Templeton Distributors, Inc., a California
corporation ("FTD"), has filed with the Securities and Exchange
Commission under the Investment Company Act of 1940 a Registration
Statement, as amended, on Form N-8B-2 (File No. 811-06197)
registering Templeton Capital Accumulation Plans as a unit
investment trust of which FTD is the Sponsor, FTD has also filed
with the Securities and Exchange Commission under the Securities
Act of 1933 a Registration Statement on Form S-6 (File No. 33-
37442), covering the registration of Templeton Capital Accumulation
Plans.
We have examined the Registration Statement for Templeton
Capital Accumulation Plans and have also examined the Custodian
Agreement dated June 1, 1993 (the "Custodian Agreement"), between
FTD and Templeton Funds Trust Company (the "Custodian") under the
terms of which Templeton Capital Accumulation Plans are issued.
Based on the foregoing, it is our opinion that FTD has validly
entered into the Custodian Agreement with the Custodian and that
the Custodian Agreement is a valid and binding agreement of FTD.
It is also our opinion that the Templeton Capital Accumulation
Plans, as executed by the Custodian and by FTD, and issued in the
manner contemplated by the Custodian Agreement and the Registration
Statement during the fiscal year ended August 31, 1994 constituted
legal, valid and binding agreements between FTD and each purchaser
of such Plans.
<PAGE>
Franklin Templeton Distributors, Inc.
October 30, 1996
Page 2
We hereby consent to the filing of this opinion in connection
with the Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 for the fiscal year ended August 31, 1996 to be filed
on behalf of Templeton Capital Accumulation Plans with the
Securities and Exchange Commission.
Sincerely,
/s/DECHERT PRICE RHOADS
Dechert Price & Rhoads
