U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
Franklin Templeton International Trust
777 Mariners Island Blvd., P.O. Box 7777, San Mateo, CA 94403-7777
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2. Name of each series or class of funds for which this notice is filed:
Templeton Pacific Growth Fund
Templeton Foreign Smaller Companies Fund
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3. Investment Company Act File Number: 811-6336
Securities Act File Number: 33-41340
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4. Last day of fiscal year for which this notice is filed: 10/31/96
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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:
[ ]
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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 or 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: -0-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 571,483
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9. Number and aggregate sale price of securities sold during the fiscal year:
9,856,492 shares ($139,703,174)
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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:
9,285,009 shares ($134,628,848)
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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): n/a
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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): $134,628,848
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + n/a
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $119,485,689
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2: + 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): $15,143,159
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vii)]: $5,222.00
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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: 12/20/96
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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: /S/LARRY GREENE
ASSISTANT SECRETARY
Date 12/20/96
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STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
December 17, 1996
Franklin Templeton International Trust
777 Mariners Island Boulevard
San Mateo, California 94404
Re: FRANKLIN TEMPLETON INTERNATIONAL TRUST
Gentlemen:
We have examined the Agreement and Declaration of Trust of Franklin
Templeton International Trust ("Fund"), a Delaware Business Trust, the Bylaws of
the Fund, its form of Share Certificate, and the various pertinent Trust
proceedings we deem material. We have also examined the Notification of
Registration and the Registration Statements filed under the Investment Company
Act of 1940 ("Investment Company Act") and the Securities Act of 1933
("Securities Act"), all as amended to date, as well as other items we deem
material to this opinion.
You have advised us that the Fund is about to file, pursuant to the
provisions of Rule 24f-2 under the Investment Company Act, a Notice for the
purpose of registering under the Securities Act the 9,285,009 shares sold by the
Fund pursuant to Rule 24f-2 during its fiscal year ended October 31, 1996. You
have informed us that the shares were sold in accordance with the Fund's usual
method of distributing its shares whereby currently effective prospectuses are
made available for delivery to offerees and purchasers of shares in accordance
with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, it is our opinion
that the 9,285,009 shares of beneficial interest in the Fund sold between
November 1, 1995 and October 31, 1996 pursuant to Rule 24f-2 have been duly and
validly issued and are fully-paid, non-assessable, legally outstanding shares of
capital stock of the Fund.
We hereby consent to the use of this opinion as an exhibit to the Notice
under Rule 24f-2 of the Act, covering the registration of the said shares under
the Securities Act and we further consent to reference in the Prospectus of the
Fund to the fact that this opinion concerning the legality of the issue has been
rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
/s/ Audrey C. Talley
