RULE 24f-2 NOTICE FOR TEMPLETON AMERICAN TRUST, INC.
FILE NO. 33-37511
i. This Notice is filed on behalf of Templeton American
Trust, Inc. (the "Fund") for the fiscal year ended
December 31, 1994.
ii. None.
iii. None.
iv. The Fund sold 492,348 shares during the fiscal year
ended December 31, 1994.
v. The Fund sold 492,348 shares during the fiscal year
ended December 31, 1994, in reliance upon its
registration of an indefinite amount of shares pursuant
to Rule 24f-2 for an actual sales price of $6,699,834.
During that year, the Fund redeemed 236,481 shares in
an amount of $3,232,523. Because this Notice is filed
within two months of the end of the Fund's fiscal year,
the Fund's filing fee of $1,195.63 is based upon a net
sales amount of $3,467,311.*/
An opinion of counsel stating that the shares sold
during the fiscal year ended December 31, 1994 were legally
issued, fully paid and non-assessable accompanies this Notice.
/s/ JAMES R. BAIO
-----------------------------
Templeton American Trust, Inc.
James R. Baio, Treasurer
February 21, 1995
- ----------------------------------------
*/ $6,699,834 - $3,232,523 = $3,467,311
$3,467,311 x (.00034483) = $1,195.63
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005
February 21, 1995
Templeton American Trust, Inc.
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton American Trust, Inc. (the "Fund") during the
fiscal year ended December 31, 1994, we are familiar with the registration of
the Fund under the Investment Company Act of 1940 (File No. 811-06204) and the
registration statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (File No. 33-37511). We also have examined
such other Fund records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and issued as fully paid and non-assessable Shares
of the Fund.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1994 pursuant to Rule 24f-2 under the
Investment Company Act of 1940 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
Dechert Price & Rhoads
