FRANKLIN TEMPLETON INTERNATIONAL TRUST
N-30D, 1997-12-18
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LETTER TO SHAREHOLDERS

CONTENTS

Shareholder Letter            1
Fund Reports
 Templeton Pacific
Growth Fund                   3
 Templeton Foreign Smaller
Companies Fund               16
Financial Highlights
and Statement of
Investments                  28
Financial Statements         43
Notes to
Financial Statements         47
Report of
Independent Accountants      52
Tax Designation              53


Dear Shareholder:

We are pleased to bring you the seventh annual report for the Franklin Templeton
International  Trust,  which covers the fiscal year ended October 31, 1997.  The
Trust consists of the Templeton  Pacific  Growth Fund and the Templeton  Foreign
Smaller Companies Fund.

During the reporting period,  stable interest rates,  strong corporate earnings,
and  relatively low inflation  levels  characterized  many economies  around the
world,  and several  international  securities  markets rose.  However,  not all
equity  markets  performed  well.   Notably,   some  Asian  countries   suffered
significant  losses.  And  regardless  of  overall  performance,   many  markets
experienced  extreme  volatility  along the way. For  instance,  during the week
beginning October 27, 1997, Hong Kong's Hang Seng Index fell nearly 6% (Monday),
tumbled by almost 14% (Tuesday),  climbed  approximately  19% (Wednesday),  fell
nearly 4%  (Thursday),  and finally rose about 3%  (Friday).*  As always,  it is
important to remember  that  volatility  is a normal part of investing  and that
markets will experience ups and downs. Over the long term, however,  stocks have
historically  provided  impressive  results.  We therefore  urge you to focus on
achieving  your  long-term   investment  goals,  rather  than  concentrating  on
short-term market cycles.

On the following pages, you will find detailed  discussions  about the Templeton
Pacific Growth Fund and the Templeton Foreign Smaller  Companies Fund.  Although
the funds have different  investment  objectives and strategies,  their managers
share  a  dedication  to  the  principles  of  careful  stock  selection,  broad
diversification,  and constant professional  supervision.  For information about
how  market  conditions  and  management  strategies  have  affected  the funds'
performance, please refer to the individual reports following this letter.

We thank you for your  support,  welcome  your  questions,  and look  forward to
serving your investment needs in the years to come.

Sincerely,

Rupert H. Johnson, Jr.
President
Franklin Templeton International Trust



*Source: Bloomberg. Index is unmanaged. Change measured in local currency terms.
One cannot invest directly in an index.

TEMPLETON PACIFIC GROWTH FUND


Your  Fund's  Objective:  The  Templeton  Pacific  Growth  Fund seeks to provide
long-term growth of capital by investing in equity  securities of which at least
65% trade on markets in the Pacific Rim.


During the 12 months under review, Southeast Asian financial markets experienced
severe  volatility.  On July 2,  1997,  the Thai  government,  after  months  of
attempting to ward off speculative attacks on its currency,  devaluated the Thai
baht and delinked it from the U.S. dollar. This move prompted similar attacks on
the Philippine  peso, the Malaysian  ringgit,  and the  Indonesian  rupiah.  The
virulence  with  which  the  attacks  spread  surprised   virtually  the  entire
investment community.  It also served to highlight  macroeconomic problems, such
as slowing growth in exports, rising deficits,  overvalued property markets, and
weak banking systems, faced by many Southeast Asian nations.

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT


  Templeton Pacific
  Growth Fund
  Top 10 Industries

  10/31/97

                                                % of Total
  Industry                                      Net Assets
  Transportation                                10.6%
  Multi-Industry                                 9.5%
  Banking                                        9.3%
  Real Estate                                    9.0%
  Electrical & Electronics                       4.8%
  Telecommunications                             4.5%
  Construction & Housing                         3.5%
  Insurance                                      3.2%
  Forest Products & Paper                        3.2%
  Chemicals                                      3.1%


This currency  turmoil was  reflected in the downward  slide of many Pacific Rim
stock markets during the fiscal year. Hardest hit were those of Thailand,  which
fell 59%, the  Philippines,  45%, and Malaysia,  41%.1 Not even the economies of
Hong  Kong,  Singapore,  and  Taiwan  were  immune to  volatility.  Within  this
environment,  the Fund's Class I shares  delivered a cumulative  total return of
- -24.42%, as discussed in the Performance Summary on page 7.

As you can see from the chart on page 3, Hong Kong  continued  to be the  Fund's
largest geographic  exposure,  representing 26.8% of total net assets on October
31, 1997.  During most of the period under review,  its economy remained robust,
although its stock market did  experience  volatility.  In fact,  on October 23,
1997, the Hang Seng Index suffered a decline of 9.9% in U.S. dollar terms, which
put it down nearly 30% for the month and off almost 35% since August.2 Believing
its  stock  was  undervalued,  we  added  to our  position  in Hong  Kong  Ferry
Holdings,3  which  operates ferry and related  businesses,  and is involved with
other activities such as property investment and travel and hotel operations.


1.  Source:  Bloomberg.  Price  depreciation  is  measured  in U.S.  dollars and
includes reinvested dividends.
2. Source:  Bloomberg.  Index is unmanaged  and includes  reinvested  dividends.
Change measured in U.S. dollar terms. One cannot invest directly in an index.
3. A complete  listing of all stocks in the  portfolio  as of October 31,  1997,
begins on page 31.
4. Source:  Bloomberg.  Based on quarterly percentage price change over 15 years
ended September 30, 1997.


Despite an extremely strong 1997 for China's economy,  we were seeing signs of a
slowdown by the end of the reporting period.  In the coming year,  restructuring
of the  state-owned  enterprise  sector could cause further  slowing,  and Asian
currency devaluations may affect China's competitive position in exports. During
the period, we sold our shares of Beijing Yanhua Petrochemicals for a profit.

During the  reporting  period,  we  initiated a position in Tata  Engineering  &
Locomotive Co. Ltd., an Indian manufacturer of commercial  automotive  vehicles,
which we considered undervalued. And we sold our position in Brambles Industries
Ltd., based in Australia, because its stock reached our sell-price target.

At the end of the period,  we believed  that  although  Southeast  Asian markets
could experience  further declines,  they could provide excellent  opportunities
for  purchasing  shares of  companies  unfairly  punished  by  generalized  fear
concerning the economic  circumstances of these countries.  In our opinion,  the
Pacific Rim  continues to offer a variety of  investment  opportunities  and the
economies of these countries are storehouses of value in the long run.  However,
macroeconomic  performance and varying government  responses  indicated that the
economic  recoveries in this region may not be uniform. We believe that Thailand
and Japan probably have a long road ahead of them, while Indonesia could recover
more  rapidly.   Asian  currency  crises  have  prompted  many  emerging  market
governments  in the region to take steps  designed to  increase  the rewards and
reduce  the  risks of  investing  there,  and we look  forward  to  reaping  the
long-term benefits of recent declines in prices of Pacific Rim equities.

  Templeton Pacific
  Growth Fund
  Top 10 Holdings

  10/31/97
  Company,                                      % of Total
  Industry, Country                             Net Assets
  Hong Kong
  Telecommunications Ltd.,                       2.7%
  Telecommunications, Hong Kong
  Cheung Kong Holdings Ltd.,                     2.7%
  Multi-Industry, Hong Kong
  Sun Hung Kai Properties Ltd.,                  2.6%
  Real Estate, Hong Kong
  New World Development Ltd.,                    2.3%
  Real Estate, Hong Kong
  East Japan Railway, C,                         2.2%
  Transportation, Japan
  Development Bank                               2.1%
  of Singapore Ltd.,
  Banking, Singapore
  HSBC Holdings Plc.,                            2.0%
  Banking, Hong Kong
  Coles Myer Ltd.,                               2.0%
  Merchandising, Australia
  Jardine Matheson                               2.0%
  Holdings Ltd.,
  Multi-Industry, Hong Kong
  Parkway Holdings Ltd.,                         1.9%
  Real Estate, Singapore

For a complete list of portfolio holdings, please see page 31 of this report.

"We look forward to reaping the long-term benefits of recent declines in prices
of Pacific Rim equities."

Please remember,  this discussion  reflects our views and opinions as of October
31,  1997,  the  end of the  reporting  period.  However,  market  and  economic
conditions are changing constantly which may affect our strategies and portfolio
holdings. Although historic performance is no guarantee of future results, these
insights may help you understand our investment and management philosophy.

There are, of course,  special risks  involved with  investing in a portfolio of
securities  concentrated  in a  single  geographic  region  that  also  contains
emerging markets. These risks include market and currency volatility,  economic,
social, and political  uncertainty,  and in some cases the relatively small size
and lesser  liquidity of these markets.  Investing in any emerging  market means
accepting a certain  amount of  volatility  and, in some  cases,  severe  market
corrections.  While short-term  volatility can be disconcerting,  declines of as
much as 40% to 50% are not unusual in emerging markets. For example, Hong Kong's
equity market has increased  1,523% in the last 15 years,  but has suffered four
declines of more than 20% during that time.4

Class I
The Templeton Pacific Growth Fund - Class I provided a -24.42%  cumulative total
return for the one-year period ended October 31, 1997.  Cumulative  total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends  and capital  gains,  if any,  and does not include the sales  charge.
However,  we have always  maintained a long-term  perspective  when managing the
Fund,  and we  encourage  shareholders  to view their  investments  in a similar
manner.  As you can see from  the  table on page 9,  the  Fund's  Class  Ishares
produced  a  cumulative  total  return of more than 31% since its  inception  on
September 20, 1991.

The Fund's Class Ishare price decreased $3.62,  from $14.50 on October 31, 1996,
to $10.88 on  October  31,  1997.  During  the  reporting  period,  shareholders
received  per-share  distributions  of 11.0 cents ($0.110) in income  dividends.
Distributions  will vary  depending on income earned by the Fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the Fund's operating expenses.

The graph on page 8 compares the  performance  of the Templeton  Pacific  Growth
Fund - Class I and the Morgan Stanley  Capital  International(R)  (MSCI) Pacific
Index since the Fund's  inception on September 20, 1991.  The MSCI Pacific Index
includes  approximately  525  companies  in  Australia,  Hong Kong,  Japan,  New
Zealand, Singapore, and Malaysia.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the Fund includes the maximum initial sales
charge,  all Fund expenses and account fees. The index's  performance would have
been lower if the Fund's costs had been applied to it.  Please  remember that an
index is simply a measure of performance, and one cannot invest in it directly.


  Templeton Pacific Growth Fund - Class I
  Periods ended 10/31/97
                                      Since
                                    Inception
                        One-Year  Three-Year  Five-Year  (9/20/91)
  Cumulative Total Return1-24.42%   -20.56%     19.30%     31.74%
  Average Annual
  Total Return2          -28.74%     -9.20%      2.37%      3.60%
  Value of $10,000

  Investment3             $7,126     $7,487    $11,249    $12,416

                 10/31/93  10/31/94  10/31/95  10/31/96  10/31/97
 One-Year Total
  Return4         38.46%     8.46%    -5.54%      11.27%  -24.42%

1. Cumulative total return  represents the change in value of an investment over
the indicated  periods and does not include the sales charge.  
2. Average annual total return  represents the average annual change in value of
an investment over the indicated  periods and includes the maximum 5.75% initial
sales charge.
3. These figures represent the value of a hypothetical $10,000 investment in the
Fund over the  indicated  periods and include the maximum  5.75%  initial  sales
charge.
4. One-year total return  represents  the change in value of an investment  over
the  indicated  periods  ended on the  specified  dates and does not include the
sales charge.
Note:  Total returns have been restated to reflect the current  maximum  initial
sales  charge:  5.75%.  Prior to January 1, 1997,  Fund shares were offered at a
lower initial sales charge.  Thus,  actual  returns would have been higher.  All
calculations  assume  reinvestment  of dividends  and capital gains at net asset
value.  Past expense  waivers by the Fund's  manager  increased the Fund's total
returns.  Without these waivers, the Fund's total returns would have been lower.
Investment  return and principal  value will fluctuate  with market  conditions,
currency volatility and the social, economic and political climates of countries
where investments are made. Emerging markets involve heightened risks related to
the same factors, in addition to those associated with the relatively small size
and lesser liquidity of these markets. You may have a gain or loss when you sell
your shares.


Class II

Templeton  Pacific Growth Fund - Class II produced a cumulative  total return of
- -28.28% from January 2, 1997 (commencement of sales),  through October 31, 1997.
Cumulative total return measures the change in value of an investment,  assuming
reinvestment of dividends and capital gains, and does not include sales charges.

The Fund's Class II share price decreased $4.29,  from $15.10 on January 2, 1997
(commencement sales) to $10.81 on October 31, 1997. During the reporting period,
shareholders  received  per-share  distributions of 2.8 cents ($0.028) in income
dividends.  Distributions  will vary  depending on income earned by the Fund and
any profits  realized from the sale of securities in the  portfolio,  as well as
the level of the Fund's operating expenses.

The graph on page 12 compares the  performance  of the Templeton  Pacific Growth
Fund - Class II and the Morgan Stanley Capital

International(R)  (MSCI) Pacific Index since the Fund's  inception on January 1,
1997. The MSCI Pacific Index includes  approximately 525 companies in Australia,
Hong Kong, Japan, New Zealand, Singapore, and Malaysia.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance  shown for the Fund includes sales charges,  all Fund
expenses and account fees. The index's  performance would have been lower if the
Fund's costs had been applied to it.  Please  remember that an index is simply a
measure of performance, and one cannot invest in it directly.


GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT

  Templeton Pacific Growth Fund - Class II
  Period ended 10/31/97

                                      Since
                                    Inception
                                                         (1/1/97)
  Cumulative Total Return***                              -28.28%
  Aggregate Total Return***                               -29.71%
***Cumulative  total return represents the change in value of an investment over
the indicated period and does not include sales charges.  Aggregate total return
represents  the change in value of an investment  over the indicated  period and
includes  the 1.0%  contingent  deferred  sales  charge,  applicable  to  shares
redeemed  within the first 18 months of  investment.  Since Class II shares have
existed for less than one year,  average  annual total returns are not provided.
Investment  return and principal  value will fluctuate  with market  conditions,
currency volatility and the social, economic and political climates of countries
where investments are made. Emerging markets involve heightened risks related to
the same factors, in addition to those associated with the relatively small size
and lesser liquidity of these markets. You may have a gain or loss when you sell
your shares.


Advisor Class

The Templeton  Pacific Growth Fund - Advisor Class  produced a cumulative  total
return of -27.74% for the period from January 2, 1997  (commencement  of sales),
through October 31, 1997.  Cumulative  total return measures the change in value
of an investment, assuming reinvestment of dividends and capital gains.

The Fund's Advisor Class share price decreased $4.22, from $15.10 to $10.88 over
the same period.  During the reporting period,  shareholders  received per-share
distributions of 4.26 cents ($0.0426) in income  dividends.  Distributions  will
vary  depending on income  earned by the Fund and any profits  realized from the
sale  of  securities  in the  portfolio,  as  well as the  level  of the  Fund's
operating expenses.

The graph on page 14 compares the  performance  of the Templeton  Pacific Growth
Fund - Advisor  Class and the Morgan  Stanley  Capital  International(R)  (MSCI)
Pacific  Index since the Fund's  inception  on September  20, 1991.  For periods
prior to January 2, 1997,  the Fund  performance  is that of the Fund's  Class I
shares,  excluding the initial sales charge, but including Class I expenses. The
MSCI

Pacific Index  includes  approximately  525  companies in Australia,  Hong Kong,
Japan, New Zealand, Singapore, and Malaysia.

GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the  performance  shown for the Fund  includes all Fund  expenses and
account fees. The index's  performance would have been lower if the Fund's costs
had been  applied to it.  Please  remember  that an index is simply a measure of
performance, and one cannot invest in it directly.



Templeton Pacific Growth Fund - Advisor Class

  Periods ended 10/31/97
                                      Since
                                    Inception
                                   of the Fund
                        One-Year* Three-Year*Five-Year*(9/20/91)*
  Cumulative
  Total Return1         -24.38%    -20.52%     19.36%      31.81%
  Average Annual
  Total Return1         -24.38%     -7.37%      3.60%       4.62%
  Value of $10,000

  Investment2            $7,562     $7,948    $11,936     $13,181

                 10/31/93* 10/31/94* 10/31/95*10/31/96* 10/31/97*
  One-Year
  Total Return3    38.46%     8.46%   -5.48%    11.27%    -24.38%

*On January 2, 1997,  the Fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have  sales  charges  or Rule  12b-1  plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  Fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but  including the effect of Class I expenses  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual  Advisor  Class  performance  including  the  deduction  of all  fees and
expenses  applicable only to that class.  Since January 2, 1997 (commencement of
sales),  the  cumulative  total return of Advisor  Class shares was -27.74%.  
1. Cumulative total return  represents the change in value of an investment over
the periods indicated. Average annual total return represents the average annual
change in value of an investment over the periods indicated.
2. These figures represent the value of a hypothetical $10,000 investment in the
Fund over the periods indicated.
3. One-year total return  represents  the change in value of an investment  over
the one-year periods ended on the specified dates.
All calculations assume reinvestment of dividends and capital gains at net asset
value.  Past expense  waivers by the Fund's  manager  increased the Fund's total
returns.  Without these waivers, the Fund's total returns would have been lower.
Investment  return and principal  value will fluctuate  with market  conditions,
currency volatility and the social, economic and political climates of countries
where investments are made. Emerging markets involve heightened risks related to
the same factors, in addition to those associated with the relatively small size
and lesser liquidity of these markets. You may have a gain or loss when you sell
your shares.

PERFORMANCE SUMMARY


Past performance is not predictive of future results.


GRAPHIC MATERIAL 5 OMITTED - SEE APPENDIX AT END OF DOCUMENT

TEMPLETON FOREIGN
SMALLER COMPANIES FUND


Your Fund's  Objective:  The Templeton  Foreign Smaller  Companies Fund seeks to
provide long-term growth of capital by investing  primarily in equity securities
of small  capitalization  companies -- those with a market  capitalization of $1
billion or less at the time of investment -- outside the United States.


We are pleased to bring you this annual report for the Templeton Foreign Smaller
Companies Fund,  which covers the 12 months ended October 31, 1997.  During this
period,  many international  equity markets performed well except Asian markets,
which did not. As  discussed in the  Performance  Summary on page 20, the Fund's
Class I shares  delivered  a  +14.25%  cumulative  total  return,  significantly
outperforming the Morgan Stanley Capital International(R)  Europe,  Australasia,
Far East (MSCI EAFE) Index's return of 4.92%.1

The Fund's performance  benefited from its European exposure (53.2% of total net
assets  on  October  31,  1997)  as  economic   recovery,   subdued   inflation,
consolidation, corporate restructuring, and healthy corporate profits drove many
European markets to record levels.  For example,  the stock markets of the U.K.,
Spain,  Sweden,  Switzerland,  and the  Netherlands all climbed more than 20% in
U.S.  dollar terms during the period.  On October 31, 1997,  the Fund's  largest
European  weightings were the U.K. (14.5% of total net assets),  the Netherlands
(8.7%),  Sweden  (5.1%),  Switzerland  (4.3%),  and  Spain  (4.1%).  During  the
reporting  period,  we purchased shares in Hazlewood  Foods,2 a  food-processing
company based in the U.K. We considered the stock  attractively  valued in light
of the company's improving fundamentals.

The Fund also benefited from its relatively modest exposure to Asia, where stock
markets fell sharply due to currency  crises in the region.  In early July 1997,
Thailand allowed its currency, the baht, to depreciate against other currencies.
Worries over this, as well as the depth of the country's economic problems,  led
to substantial  declines in Thailand's stock market.  Similar situations quickly
emerged  in  neighboring  countries,  and by the end of  September,  the  equity
markets of Malaysia,  Indonesia, and the Philippines had each lost more than 40%
of their value in U.S. dollar terms. Since we had viewed Southeast Asian markets
as relatively  high-priced  prior to these  crises,  and had found few companies
whose stock prices  seemed  attractive,  we were not  significantly  impacted by
these market declines. Our largest Asian exposure was Hong Kong, but we steadily
reduced this weighting  following the July handover of the former British colony
to China.

Although we are optimistic about the long-term growth potential of international
equity markets,  their relatively high valuation levels at the end of the period
made  identifying  undervalued  securities  particularly  challenging.  However,
recent stock market  corrections in many countries,  from Hong Kong to the U.S.,
may  enable  our  analysts  to  uncover  investment  bargains.  While no one can
reliably predict the direction of the markets in the near term, we are confident
that our disciplined approach to identifying small capitalization  stocks should
reward long-term investors.

  Templeton Foreign
  Smaller Companies Fund
  Top 10 Industries

  10/31/97

                                                  % of Total
  Industry                                        Net Assets
  Food & Household Products                      8.8%
  Merchandising                                  7.5%
  Banking                                        6.6%
  Transportation                                 5.9%
  Industrial Components                          5.8%
  Multi-Industry                                 5.0%
  Broadcasting & Publishing                      5.0%
  Metals & Mining                                4.9%
  Building Materials
  & Components                                   4.6%
  Business & Public Services                     4.1%

Of course,  there are risks  involved in investing  in a fund seeking  long-term
capital  growth from small or relatively  new or unseasoned  companies,  such as
relatively small revenues,  limited  production lines and small market share. In
addition,  investing in international  markets involves special risks related to
market and currency  volatility,  and adverse  economic,  social,  and political
developments. Emerging markets are subject to heightened risks, as well as those
associated with the relatively small size and lesser liquidity of these markets.
Investing in any emerging  market means accepting a certain amount of volatility
and, in some cases, severe market corrections.  While short-term  volatility can
be disconcerting,  declines of as much as 40% to 50% are not unusual in emerging
markets.  For example,  the Hong Kong equity market has increased  1,523% in the
last 15 years,  but has  suffered  four  declines  of more than 20% during  that
time.3

Please remember,  this discussion  reflects our views and opinions as of October
31,  1997,  the  end of the  reporting  period.  However,  market  and  economic
conditions are changing constantly which may affect our strategies and portfolio
holdings. Although historic performance is no guarantee of future results, these
insights may help you understand our investment and management philosophy.

1. Source: AIM (Micropal). Index is unmanaged and includes reinvested dividends.
One cannot invest directly in an index.
2. A complete  listing of all stocks in the  portfolio  as of October 31,  1997,
begins on page 37.
3. Source:  Bloomberg.  Based on quarterly  percentage  price change over the 15
years ended September 30, 1997.


  Templeton Foreign
  Smaller Companies Fund
  Top 10 Holdings

  10/31/97

  Company,                                       % of Total
  Industry, Country                              Net Assets
  Weir Group Plc.,                               1.5%
  Industrial Components,
  United Kingdom
  Hazlewood Foods Plc.,                          1.5%
  Food & Household Products,
  United Kingdom
  Oshawa Group Ltd. (The),                       1.5%
  Food & Household Products,
  Canada
  GTC Transcontinental Group Ltd.,               1.4%
  Broadcasting & Publishing,
  Canada
  Kardex AG, br.,                                1.2%
  Business & Public Services,
  Switzerland
  Sentrachem Ltd.,                               1.2%
  Chemicals,
  South Africa
  Perkins Foods Plc.,                            1.2%
  Food & Household Products,
  United Kingdom
  Lex Service Plc.,                              1.2%
  Business & Public Services,
  United Kingdom
  Laird Group Plc.,                              1.2%
  Machinery & Engineering,
  United Kingdom
  Anangel - American                             1.1%
  Shipholdings Ltd., ADR,
  Transportation, Greece

For a complete list of portfolio holdings, please see page 37 of this report.


The lead  portfolio  manager of the Fund since June 1997 is Simon  Rudolph.  Mr.
Rudolph is a vice president of Templeton Investment Counsel,  Inc. He Holds a BA
in economic  history  from  Durham  University  in  England,  and is a Chartered
Accountant and a member of the Institute of Chartered Accountants of England and
Wales. Mr. Rudolph has been a securities  analyst since 1986. Before joining the
Franklin  Templeton  organization  in 1997,  he was an executive  director  with
Morgan  Stanley  and  was  responsible  for  analysis  of  continental  European
insurance companies.  Currently,  Mr. Rudolph has research  responsibilities for
the shipping industry, small-cap Asian companies and country coverage of India.

Peter A. Nori and Juan J. Benito-Martin  exercise secondary portfolio management
responsibilities  for the  Fund.  Mr.  Nori  is a vice  president  of  Templeton
Investment Counsel, Inc. He holds a BS in finance and an MBA with an emphasis in
finance  from the  University  of San  Francisco.  He is a  Chartered  Financial
Analyst and a member of the Association for Investment  Management and Research.
Mr. Nori completed  Franklin's  management  training  program before moving into
portfolio research in 1990 as an equity analyst and co-portfolio  manager of the
Franklin  Convertible  Securities Fund. He joined the Templeton  organization in
1994. As a portfolio  manager and research  analyst,  Mr. Nori currently manages
several separate accounts and a variable annuity product. He has global research
responsibilities  for the  steel  and data  processing  industries,  and  county
coverage of Austria.  Mr.  Benito-Martin  is  currently a portfolio  manager and
research analyst with Templeton  Investment  Counsel,  Inc. He holds an MBA from
the Harvard  Business School and a BS/MS in engineering  from the  Polytechnical
University of Valencia,  Spain.  Prior to joining the Templeton  organization in
1996, Mr.  Benito-Martin  was a management  consultant and case team leader with
Monitor  Company,  a  leading  global  strategy  consulting  firm in  Cambridge,
Massachusetts  (1994-1996).  His previous  experience includes being an internal
planning  consultant  with  Duke  Power  (1993-1994),   a  business  development
consultant  with IBM  Consulting  Group  (1992),  and a  regional  manager  with
Iberdrola,   a  large  power   utility   company  in  Spain   (1987-1991).   Mr.
Benito-Martin's research responsibilities include coverage of European small cap
companies.

Class I

Templeton Foreign Smaller Companies Fund - Class I provided a +14.25% cumulative
total return for the one-year  period ended October 31, 1997.  Cumulative  total
return measures the change in value of an investment,  assuming  reinvestment of
dividends and capital gains,  if any, and does not include the sales charge.  We
have always  maintained a long-term  perspective  when managing the Fund, and we
encourage shareholders to view their investments in a similar manner. As you can
see from the table on page 23, the Fund's  Class I shares  produced a cumulative
total return of more than +105% since its inception on September 20, 1991.

The Fund's Class I share price increased $0.88, from $14.18 on October 31, 1996,
to $15.06 on  October  31,  1997.  During  the  reporting  period,  shareholders
received per-share distributions of 32.0 cents ($0.32) in income dividends, 14.0
cents ($0.14) in short-term  capital gains,  and 57.0 cents ($0.57) in long-term
capital  gains.  Distributions  will vary depending on income earned by the Fund
and any profits  realized from the sale of securities in the portfolio,  as well
as the level of the Fund's operating expenses.

The graph on page 22 compares  the  performance  of  Templeton  Foreign  Smaller
Companies  Fund  and  the  Morgan  Stanley  Capital   International(R)   Europe,
Australasia,  Far East (MSCI EAFE) Index since the Fund's inception on September
20,  1991.  The  MSCI  EAFE  index  includes   approximately   1,000   companies
representing  the stock  markets  of 20  countries  including  Germany,  France,
Australia, New Zealand, and Japan.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials in comparison with any fund. An index does not pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the Fund includes the maximum initial sales
charge,  all Fund expenses and account fees. The index's  performance would have
been lower if the Fund's costs had been applied to it.  Please  remember that an
index is simply a measure of performance, and one cannot invest in it directly.

GRAPHIC MATERIAL 6 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Templeton Foreign Smaller Companies Fund - Class I

  Periods ended 10/31/97
                                      Since
                                    Inception
                        One-Year  Three-Year  Five-Year (9/20/91)
  Cumulative
  Total Return1           14.25%     37.74%    101.04%   105.20%
  Average Annual
  Total Return2            7.65%      9.09%     13.63%    11.39%
  Value of $10,000

  Investment3            $10,765    $12,982    $18,948   $19,340

                  10/31/93  10/31/94 10/31/95  10/31/96 10/31/97
  One-Year
  Total Return4     27.40%   14.56%     1.75%    18.49%   14.25%

1. Cumulative total return  represents the change in value of an investment over
the indicated  periods and does not include the sales charge.  

2. Average annual total return  represents the average annual change in value of
an investment over the indicated  periods and includes the maximum 5.75% initial
sales charge.

3. These figures represent the value of a hypothetical $10,000 investment in the
Fund over the  indicated  periods and include the maximum  5.75%  initial  sales
charge.

4. One-year total return  represents  the change in value of an investment  over
the  indicated  periods  ended on the  specified  dates and does not include the
sales charge.

Note:  Total returns have been restated to reflect the current  maximum  initial
sales  charge:  5.75%.  Prior to January 1, 1997,  Fund shares were offered at a
lower initial sales charge.  Thus,  actual  returns would have been higher.  All
calculations  assume  reinvestment  of dividends  and capital gains at net asset
value.  Past expense  waivers by the Fund's  manager  increased the Fund's total
returns.  Without these waivers,  the Funds total returns would have been lower.
Investment  return and principal  value will fluctuate  with market  conditions,
currency volatility and the social, economic and political climates of countries
where investments are made. Emerging markets involve heightened risks related to
the same factors, in addition to those associated with the relatively small size
and lesser liquidity of these markets. You may have a gain or loss when you sell
your shares.

The Fund's  manager  has agreed in advance to waive a portion of the  management
fees and to make certain payments to reduce expenses,  which increases yield and
total return to  shareholders.  The fee waiver may be  discontinued  at any time
upon notice to the Fund's Board.


Advisor Class

The  Templeton  Foreign  Smaller  Companies  Fund -  Advisor  Class  produced  a
cumulative  total  return  of  +8.43%  for  the  period  from  January  2,  1997
(commencement  of sales),  through  October 31,  1997.  Cumulative  total return
measures the change in value of an investment assuming reinvestment of dividends
and capital gains.

The Fund's Advisor Class share price increased $1.09,  from $14.00 on January 2,
1997 to $15.09 on October 31, 1997.  During the reporting  period,  shareholders
received  per-share  distributions of 8.98 cents ($0.0898) in income  dividends.
Distributions  will vary depending on in-come earned by the Fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the Fund's operating expenses.

The graph on page 26 compares the  performance of the Templeton  Foreign Smaller
Companies  Fund - Advisor  Class  with the  performance  of the  Morgan  Stanley
Capital International(R) Europe,  Australasia,  Far East (MSCI EAFE) Index since
the Fund's  inception on September  20,  1991.  For periods  prior to January 2,
1997, the Fund  performance is that of the Fund's Class I shares,  excluding the
initial  sales  charge,  but  including  Class I  expenses.  The MSCI EAFE Index
includes  approximately  1,000  companies  representing  the stock markets of 20
countries including Germany, France, Australia, New Zealand, and Japan.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities.  Unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the  performance  shown for the Fund  includes all Fund  expenses and
account fees. The index's  performance would have been lower if the Fund's costs
had been  applied to it.  Please  remember  that an index is simply a measure of
performance, and one cannot invest in it directly.

GRAPHIC MATERIAL 7 OMITTED - SEE APPENDIX AT END OF DOCUMENT


  Templeton Foreign Smaller Companies Fund - Advisor Class
  Periods ended 10/31/97
                                      Since
                                    Inception
                                   of the Fund
                       One-Year* Three-Year*Five-Year* (9/20/91)*
  Cumulative
  Total Return1         14.55%      38.11%   101.56%     105.73%
  Average Annual
  Total Return1         14.55%      11.36%    15.05%      12.53%
  Value of $10,000

  Investment2          $11,455     $13,811   $20,156     $20,573

                 10/31/93*  10/31/94* 10/31/95*10/31/96* 10/31/97* 
One-Year Total
  Return3          27.40%    14.56%    1.75%   18.49%   14.55%

*On January 2, 1997,  the Fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have  sales  charges  or Rule  12b-1  plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  Fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but  including the effect of Class I expenses  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual  Advisor  Class  performance  including  the  deduction  of all  fees and
expenses  applicable only to that class.  Since January 2, 1997 (commencement of
sales),  the  cumulative  total  return of Advisor  Class  shares was 8.43%.  
1. Cumulative total return  represents the change in value of an investment over
the periods indicated. Average annual total return represents the average annual
change in value of an investment over the periods indicated.
2. These figures represent the value of a hypothetical $10,000 investment in the
Fund over the periods indicated.
3. One-year total return  represents  the change in value of an investment  over
the one-year periods ended on the specified dates.
All calculations assume reinvestment of dividends and capital gains at net asset
value.  Past expense  waivers by the Fund's  manager  increased the Fund's total
returns.  Without these waivers,  the Fund's total return would have been lower.
Investment  return and principal  value will fluctuate  with market  conditions,
currency volatility and the social, economic and political climates of countries
where investments are made. Emerging markets involve heightened risks related to
the same factors, in addition to those associated with the relatively small size
and lesser liquidity of these markets. You may have a gain or loss when you sell
your shares.
The Fund's  manager  has agreed in advance to waive a portion of its  management
fees and to make certain payments to reduce expenses,  which increases yield and
total return to  shareholders.  The fee waiver may be  discontinued  at any time
upon notice to the Fund's Board.


Past performance is not predictive of future results.

FRANKLIN TEMPLETON INTERNATIONAL TRUST
Financial Highlights

Templeton Pacific Growth Fund

<TABLE>
<CAPTION>

                                                                               Class I
                                                            --------------------------------------------------
                                                                       Year Ended October 31,
                                                            --------------------------------------------------
                                                               1997       1996      1995     1994      1993
                                                            --------------------------------------------------
<S>                                                         <C>        <C>       <C>       <C>       <C>    
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year                          $ 14.50    $ 14.11   $ 15.40   $ 14.44   $ 10.90
Income from investment operations:
 Net investment income                                          .14        .12       .15       .21       .19
 Net realized and unrealized gain(loss)                       (3.65)      1.41     (1.01)     1.01      3.83
                                                            --------------------------------------------------
Total from investment operations                              (3.51)      1.53     (0.86)     1.22      4.02
                                                            --------------------------------------------------
Less distributions:
 Dividends from net investment income                          (.11)      (.21)     (.16)     (.20)     (.19)
 Distributions from net realized gains                        --          (.93)     (.27)     (.06)     (.28)
                                                            --------------------------------------------------
Total distributions                                            (.11)     (1.14)     (.43)     (.26)     (.48)
                                                            --------------------------------------------------
Net asset value, end of year                                $ 10.88    $ 14.50   $ 14.11   $ 15.40   $ 14.44
                                                            ==================================================
Total Return+                                                (24.42%)    11.27%    (5.54%)    8.46%    38.46%
Ratios/Supplemental Data
Net assets, end of year (000's)                               $40,958   $59,740   $50,247   $58,241   $22,619
Ratio to average net assets:
 Expenses                                                      1.63%      1.52%     1.72%     1.22%      .50%
 Expenses excluding waiver and payment by affiliates           1.63%      1.52%     1.72%     1.72%     2.31%
 Net investment income                                          .97%      1.06%     1.04%     1.54%     2.03%
Portfolio turnover rate                                       24.79%     13.48%    36.21%     9.16%    47.52%
Average commission rate paid*                                 $ .0061    $ .0092        --        --        --

+Total return does not reflect sales commissions and is not annualized.
*Relates to purchases and sales of equity  securities.  Prior to fiscal year end
1996, disclosure of average commission rate was not required.


                                                                                                      Class II
                                                                                                   -------------
                                                                                                       1997++
                                                                                                   -------------
<S>                                                                                                     <C>
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year $15.10 Income from investment operations:
 Net investment income                                                                                  .05
 Net realized and unrealized loss                                                                     (4.31)
                                                                                                   -------------
Total from investment operations                                                                      (4.26)
                                                                                                   -------------
 Less distributions:
 Dividends from net investment income                                                                  (.03)
                                                                                                   -------------
Total distributions                                                                                    (.03)
                                                                                                   -------------
Net asset value, end of year                                                                         $10.81
                                                                                                   =============
Total Return+                                                                                        (28.28%)
Ratios/Supplemental Data
Net assets, end of year (000's)                                                                       $2,307
Ratio to average net assets:
 Expenses                                                                                              2.48%**
 Net investment income                                                                                  .93%**
Portfolio turnover rate                                                                               24.79%
Average commission rate paid*                                                                         $0.0061

+Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge and is not annualized.  ++For the period January 2, 1997 (effective
date) to October 31, 1997.
*Relates to purchases and sales of equity securities.
**Annualized
                                                                                                   Advisor Class
                                                                                                   -------------
                                                                                                       1997++
                                                                                                   -------------
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year $15.10 Income from investment operations:
 Net investment income                                                                                  .12
 Net realized and unrealized loss                                                                     (4.30)
                                                                                                   -------------
Total from investment operations                                                                      (4.18)
                                                                                                   -------------
 Less distributions:
 Dividends from net investment income                                                                  (.04)
                                                                                                   -------------
Total distributions                                                                                    (.04)
                                                                                                   -------------
Net asset value, end of year                                                                         $10.88
                                                                                                   =============
Total Return+                                                                                        (27.74%)
Ratios/Supplemental Data
Net assets, end of year (000's)                                                                   $1,357
Ratio to average net assets:
 Expenses                                                                                                1.48%**
 Net investment income                                                                                   1.55%**
Portfolio turnover rate                                                                               24.79%
Average commission rate paid                                                                          $0.0061

</TABLE>

+Total return is not annualized.
++For the period January 2, 1997 (effective date) to October 31, 1997.
*Relates to purchases and sales of equity securities.
**Annualized




See notes to financial statements.

FRANKLIN TEMPLETON INTERNATIONAL TRUST
Statement of Investments, October 31, 1997
<TABLE>
<CAPTION>




                                                                                      SHARES/
 Templeton Pacific Growth Fund                                            COUNTRY    WARRANTS      VALUE
<S>                                                                      <C>            <C>     <C>      
 Common Stocks & Warrants 85.5%                                     
 Appliances & Household Durables 1.4%

 Sony Corp.                                                                Japan        7,400   $ 614,258
                                                                                            -------------
 Banking 9.3%
 Bangkok Bank Public Co. Ltd., fgn.                                      Thailand     111,400     381,320
 Development Bank of Singapore Ltd., fgn.                                Singapore    100,000     933,333
 HSBC Holdings Plc.                                                      Hong Kong     39,840     901,766
 Industrial Finance Corp. of Thailand, fgn.                              Thailand     320,833     266,707
 Krung Thai Bank                                                         Thailand     482,600     162,243
*Philippine National Bank                                               Philippines   124,382     289,464
 PT Bank Bali, fgn.                                                      Indonesia    494,000     239,806
 PT Bank Pan Indonesia TBK                                               Indonesia  1,138,500     260,544
 Singapore Finance Ltd., fgn.                                            Singapore    275,000     256,667
 Thai Farmers Bank Public Co. Ltd.                                       Thailand      37,140      73,100
 Thai Farmers Bank Public Co. Ltd., fgn.                                 Thailand     143,060     384,758
*Thai Farmers Bank Public Co. Ltd., fgn., wts.                           Thailand      11,357       3,957
                                                                                            -------------
                                                                                                4,153,665
                                                                                            -------------
 Broadcasting & Publishing 0.7%
 South China Morning Post Ltd.                                           Hong Kong    368,000     318,903
                                                                                            -------------
 Building Materials & Components 1.1%
 Gujarat Ambuja Cements Ltd., GDR                                          India       41,300     354,148
 Hi Cement Corp.                                                        Philippines 1,283,000     115,814
                                                                                            -------------
                                                                                                  469,962
                                                                                            -------------
 Chemicals 3.1%
 Fauji Fertilizer Co. Ltd.                                               Pakistan     267,100     594,823
 Shanghai Petrochemical Co. Ltd., H                                        China    2,899,000     778,041
                                                                                            -------------
                                                                                                1,372,864
                                                                                            -------------
 Construction & Housing 3.5%
 City Developments Ltd., fgn.                                            Singapore    140,200     587,505
 Daito Trust Construction Co. Ltd.                                         Japan       61,500     546,780
 Road King Infrastructure Ltd.                                           Hong Kong    679,000     439,113
                                                                                            -------------
                                                                                                1,573,398
                                                                                            ------------- 
Electrical & Electronics 4.8%
 Dongfang Electrical Machinery Co. Ltd., H                                 China    1,784,000     403,803
*Gold Peak Industries (Holdings) Ltd., wts.                              Hong Kong    140,000      11,951
 Great Wall Electronic International Ltd.                                Hong Kong  2,430,000     188,579
 Hitachi Ltd.                                                              Japan       90,200     693,270
 Matsushita Electric Industrial Co. Ltd.                                   Japan       49,000     822,435
                                                                                            -------------

                                                                                                2,120,038
                                                                                            ------------- 
Electronic Components & Instruments 0.3%
 Solid Group Inc .                                                      Philippines 2,322,000     142,792
                                                                                            -------------
 Energy Sources 1.2%
*Hub Power Co. Ltd., GDR, reg.S                                          Pakistan      16,000     518,000
                                                                                            -------------
 Financial Services 2.4%
 Commerce Asset-Holding Bhd, fgn.                                        Malaysia     283,200   $ 220,885
*Commerce Asset-Holding Bhd, fgn., wts.                                  Malaysia      29,500       4,948
 Industrial Credit & Inv. Corp. of India, GDR, 144A                        India       48,600     716,850
 Public Finance Bhd., fgn.                                               Malaysia     255,000     125,454
                                                                                            -------------
                                                                                                1,068,137
                                                                                            -------------
 Food & Household Products 0.9%
 Chareon Pokphand Feedmill Public Co. Ltd., fgn.                         Thailand     151,500     388,936
                                                                                            -------------
 Forest Products & Paper 3.2%
*Asia Pacific Resources International Hldgs. Ltd., A                     Indonesia     93,275     367,270
 Carter Holt Harvey Ltd.                                                New Zealand   400,900     698,937
 Fletcher Challenge Paper Ltd.                                          New Zealand    43,100      70,848
*P T Tjiwi Kimia TBK, wts.                                               Indonesia     56,765       5,118
 PT Barito Pacific Timber, fgn.                                          Indonesia    200,000     116,505
 PT Pabrik Kertas Tjiwi Kimia, fgn.                                      Indonesia    408,709     150,219
                                                                                            -------------
                                                                                                1,408,897
                                                                                            -------------
 Insurance 3.2%
 GIO Australia Holdings Ltd.                                             Australia    277,869     711,297
 National Mutual Asia Ltd.                                               Hong Kong    800,000     724,310
                                                                                            -------------
                                                                                                1,435,607
                                                                                            -------------
 Leisure & Tourism 1.8%
 Grand Hotel Holdings Ltd.                                               Hong Kong    508,000     182,332
 Toei Co. Ltd.                                                             Japan      128,000     606,232
                                                                                            -------------
                                                                                                  788,564
                                                                                            -------------
 Machinery & Engineering 2.0%
 Tata Engineering & Locomotive Co., GDR                                    India       53,400     570,045
 Van Der Horst Ltd.                                                      Singapore    391,000     342,590
                                                                                            -------------
                                                                                                  912,635
                                                                                            -------------
 Merchandising 2.9%
 Coles Myer Ltd., A                                                      Australia    187,000     899,513
 Matsuzakaya Co. Ltd.                                                      Japan       94,500     416,161
                                                                                            -------------
                                                                                                1,315,674
                                                                                            -------------
 Metals & Mining 2.4%
 Nittetsu Mining Co. Ltd.                                                  Japan      105,000     588,035
 Pohang Iron & Steel Co. Ltd.                                          South Korea     11,100     493,858
                                                                                            -------------
                                                                                                1,081,893
                                                                                            -------------
 Misc Materials & Commodities 1.3%
 Golden Hope Plantations Bhd., fgn.                                      Malaysia     451,000     589,879
                                                                                            -------------
 Multi-Industry 9.5%
 Cheung Kong Holdings Ltd.                                               Hong Kong    170,300   1,183,939
 Hicom Holdings BHD                                                      Malaysia     295,000     250,442
 Hutchison Whampoa Ltd.                                                  Hong Kong     83,000     574,339
 Jardine Matheson Holdings Ltd. (Singapore)                              Hong Kong    137,924     882,714
 Multi-Industry (cont.)
 Sime Darby Bhd., fgn.                                                   Malaysia     327,600   $ 471,720
 Swire Pacific Ltd., A                                                   Hong Kong     62,500     333,861
 Wheelock and Co. Ltd.                                                   Hong Kong    490,000     557,718
                                                                                            -------------
                                                                                                4,254,733
                                                                                            -------------
 Real Estate 8.9%
 Asean Resources Holdings Ltd.                                           Hong Kong  1,900,381     366,238
*Filinvest Land Inc.                                                    Philippines   930,000      83,949
 Hon Kwok Land Investment Co. Ltd.                                       Hong Kong  1,708,364     366,796
 Lai Sun Development Co. Ltd.                                            Hong Kong    317,000     131,204
 New World Development Co. Ltd.                                          Hong Kong    285,664   1,004,987
 Parkway Holdings Ltd., fgn.                                             Singapore    340,000     859,175
 Sun Hung Kai Properties Ltd.                                            Hong Kong    160,000   1,179,590
                                                                                            -------------
                                                                                                3,991,939
                                                                                            -------------
 Recreation & Other Consumer Goods 0.6%
 Nintendo Co. Ltd.                                                         Japan        3,000     259,244
                                                                                            -------------
 Telecommunications 4.5%
 Hong Kong Telecommunications Ltd.                                       Hong Kong    625,869   1,198,068
 Pakistan Telecommunications Corp., A                                    Pakistan     940,000     791,415
                                                                                            -------------
                                                                                                1,989,483
                                                                                            -------------
 Textiles & Apparel 2.8%
 Nisshinbo Industries Inc.                                                 Japan      120,000     792,688
 PT Indorama Synthetics, fgn.                                            Indonesia    733,862     442,760
 PT Panasia Indosyntec, fgn.                                             Indonesia    315,000      24,029
                                                                                            -------------
                                                                                                1,259,477
                                                                                            -------------
 Transportation 10.6%
 Cathay Pacific Airways Ltd.                                             Hong Kong    630,000     664,101
 East Japan Railway Co.                                                    Japan          200     972,165
 Great Eastern Shipping Co. Ltd., GDR                                      India       24,100     180,750
 Guangshen Railway Co. Ltd., ADR                                           China       31,400     459,225
 GZI Transport Ltd., 144A                                                  China      174,000      56,262
 GZI Transport Ltd.                                                        China      550,000     177,844
*GZI Transport Ltd., wts. 144A                                             China       34,800         945
 Hitachi Zosen Corp.                                                       Japan       88,000     193,768
 Hong Kong Ferry Holdings Co. Ltd.                                       Hong Kong    290,000     397,594
 Malaysian International Shipping Corp. Bhd., fgn.                       Malaysia     317,333     533,093
 Mayne Nickless Ltd., A                                                  Australia    102,400     468,083
 Qantas Airways Ltd., ADR, 144A                                          Australia     35,800     639,030
                                                                                            -------------
                                                                                                4,742,860
                                                                                            -------------
 Utilities Electrical & Gas 1.8%
 China Light & Power Co. Ltd.                                            Hong Kong     69,000     363,228
 Shandong Huaneng Power Development Co. Ltd., ADR                          China       59,500     442,531
                                                                                            -------------
                                                                                                  805,759
                                                                                            ------------- 
Wholesale & International Trade 1.3%
 Brierley Investments Ltd.                                              New Zealand   746,000   $ 575,976
                                                                                            -------------
 Total Common Stocks & Warrants (Cost $48,440,185)                                             38,153,573
                                                                                            -------------

                                                                                     PRINCIPAL
                                                                                     AMOUNT**
 Convertible Bonds 0.1%
 MDX Public Co. Ltd., 4.75%, conv., 9/17/03 (Cost $221,564)              Thailand     192,000      37,440
 Short Term Investments 0.9%
                                                                                            -------------
 U.S. Treasury Bills, 5.30% to 5.16%,
 with maturities to 1/22/98 (Cost $409,719)                          United States    412,000     409,911
                                                                                            -------------
 Total Investments before Repurchase Agreements (Cost $49,071,468)                             38,600,924
                                                                                            -------------
 Repurchase Agreement 4.2%
 HSBC Securities, Inc., 5.66%, 11/3/97
 (Maturity Value $1,871,822) (Cost $1,871,000)
  Collateralized by U.S. Treasury Notes                              United States  1,871,000   1,871,000
                                                                                            -------------
 Total Investments (Cost $50,942,468) 90.7%                                                    40,471,924
 Other Assets, less Liabilities 9.3%                                                            4,149,326
                                                                                            -------------
 Total Net Assets 100.0%                                                                      $44,621,250
                                                                                            =============

</TABLE>
*Non-income producing
**Securities traded in U.S. Dollars.

FRANKLIN TEMPLETON INTERNATIONAL TRUST
Financial Highlights

Templeton Foreign Smaller Companies Fund
<TABLE>
<CAPTION>





                                                                               Class I
                                                           -------------------------------------------------
                                                                       Year Ended October 31,
                                                           -------------------------------------------------
                                                            1997       1996      1995     1994      1993
                                                           -------------------------------------------------
<S>                                                        <C>         <C>       <C>       <C>       <C>    
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year                         $  14.18    $ 13.23   $ 13.83   $ 12.28   $ 10.02
Income from investment operations:
 Net investment income                                          .27        .35       .25       .23       .42
 Net realized and unrealized gain(loss)                        1.64       1.88      (.08)     1.54      2.25
                                                           -------------------------------------------------
Total from investment operations                               1.91       2.23      0.17      1.77      2.67
                                                           -------------------------------------------------
Less distributions:
 Dividends from net investment income                          (.32)      (.25)     (.19)     (.22)     (.41)
 Distributions from net realized gains                         (.71)     (1.03)     (.59)       --        --
                                                           -------------------------------------------------
Total distributions                                           (1.03)     (1.28)     (.78)     (.22)     (.41)
                                                           -------------------------------------------------
Net asset value, end of year                               $  15.06    $ 14.18   $ 13.23   $ 13.83   $ 12.28
                                                           =================================================
Total Return+                                                 14.25%     18.49%     1.75%    14.56%    27.40%
Ratios/Supplemental Data
Net assets, end of year (000's)                            $121,619    $67,967   $50,947   $57,854   $19,217
Ratio to average net assets:
 Expenses                                                      1.48%      1.53%     1.63%     1.22%      .50%
 Expenses excluding waiver and payment by affiliates           1.58%      1.53%     1.63%     1.76%     2.27%
 Net investment income                                         2.01%      2.50%     1.86%     1.99%     4.22%
Portfolio turnover rate                                       33.62%     40.46%     9.12%    21.80%    52.99%
Average commission rate paid*                                $  .0029    $ .0026     --        --        --

+Total return does not reflect sales commissions and is not annualized.
*Relates to purchases and sales of equity  securities.  Prior to fiscal year end
1996, disclosure of average commission rate was not required.

                                                                                                  Advisor Class
                                                                                                      1997++
<S>                                                                                                     <C>
Per Share Operating Performance
(for a share outstanding throughout the year)
Net asset value, beginning of year $14.00 Income from investment operations:
 Net investment income                                                                                  .20
 Net realized and unrealized gain                                                                       .98
                                                                                                   -------------
Total from investment operations                                                                       1.18
                                                                                                   -------------
 Less distributions:
 Dividends from net investment income                                                                  (.09)
                                                                                                   -------------
Total distributions                                                                                    (.09)
                                                                                                   -------------
Net asset value, end of year                                                                         $15.09
                                                                                                   =============
Total Return+                                                                                          8.43%
Ratios/Supplemental Data
Net assets, end of year (000's)                                                                       $3,726
Ratio to average net assets:
 Expenses                                                                                              1.24%**
 Expenses excluding waiver and payment by affiliates                                                   1.36%**
 Net investment income                                                                                 2.66%**
Portfolio turnover rate                                                                               33.62%
Average commission rate paid*                                                                          $.0029

+Total return is not annualized.
++For the period January 2, 1997 (effective date) to October 31, 1997.
*Relates to purchases and sales of equity securities.
**Annualized

</TABLE>




FRANKLIN TEMPLETON INTERNATIONAL TRUST
Statement of Investments, October 31, 1997
<TABLE>
<CAPTION>




 Templeton Foreign Smaller Companies Fund                              COUNTRY       SHARES        VALUE
<S>                                                                   <C>            <C>        <C>      

 Aerospace & Military tech 0.3%

 Hong Kong Aircraft Engineering Co. Ltd.                              Hong Kong      137,100    $ 352,880
 Appliances & Household Durables 0.9%
 Email Ltd.                                                           Australia      183,625      488,127
 Fisher & Paykel Ltd.                                                New Zealand      32,337      102,687
 Guangdong Kelon Electrical Hldgs Ltd., H, 144A                         China        440,000      557,718
                                                                                               -------------
                                                                                                1,148,532
                                                                                               -------------
 Automobiles 1.1%
 Bilia AB                                                              Sweden         67,000    1,046,609
 Volvo AB, B                                                           Sweden         13,900      363,743
                                                                                               -------------
                                                                                                1,410,352
                                                                                               -------------
 Banking 5.7%
 Banco de Andalucia SA                                                  Spain          2,500      395,271
 Banco de Valencia SA                                                   Spain         11,066      222,507
 Banco Pastor SA                                                        Spain         11,500      857,737
 BPI Socieda de Gestora de Participacoes Socias SA                    Portugal        12,012      270,159
 Commercial International Bank LTD, GDR, 144A                           Egypt         49,100    1,061,788
 Ergo Bank SA                                                          Greece          9,472      564,766
 Korea Long Term Credit Bank                                         South Korea      42,336      340,444
 PT Bank Bali, fgn.                                                   Indonesia      369,000      179,126
 Singapore Finance Ltd., fgn.                                         Singapore      465,000      434,000
 Svenska Handelsbanken, A                                              Sweden         22,650      716,705
*Unibanco Uniao de Bancos Brasileiros SA, GDR                          Brazil         27,500      749,375
 Union Bank of Norway, Primary Capital Cert.                           Norway         38,700    1,345,021
                                                                                            -------------
                                                                                                7,136,899
                                                                                            -------------
 Beverages & Tobacco 1.0%
 Sinocan Holdings Ltd.                                                Hong Kong    3,425,000    1,207,156
                                                                                            -------------
 Broadcasting & Publishing 4.5%
*Apt Sattellite Holdings Ltd., ADR                                    Hong Kong       78,000    1,218,750
 Cordiant Plc.                                                     United Kingdom    469,200      983,994
 GTC Transcontinental Group Ltd., B                                    Canada        200,000    1,724,199
 Marieberg Tidnings AB, A                                              Sweden         44,100    1,177,586
 NV Holdingsmij de Telegraaf                                         Netherlands      23,520      484,574
 Sing Tao Holdings Ltd.                                               Hong Kong          200           65
                                                                                            -------------
                                                                                                5,589,168
                                                                                            -------------
 Building Materials & Components 4.6%
 Anglian Group Plc.                                                United Kingdom     91,700      376,160
 Cementos Diamante SA, ADR, 144A                                      Colombia        50,714      675,150
 Gujarat Ambuja Cements Ltd., GDR                                       India        143,750    1,232,656
 Pioneer International Ltd.                                           Australia      241,300      638,050
 Sarna Kunststoff Holding AG                                         Switzerland         330      402,885
 Schuttersveld NV                                                    Netherlands      41,482      961,468
 Siam City Cement Public Co. Ltd., fgn.                               Thailand       130,200      187,819
 Suez Cement Co., GDR, 144A                                             Egypt         54,000    1,116,990
 Uralita SA                                                             Spain         16,606      176,368
                                                                                            -------------
                                                                                                5,767,546
                                                                                            -------------
 Business & Public Services 4.1%
 Adecco SA                                                           Switzerland       1,855    $ 602,013
 Esselte AB, B                                                         Sweden         13,100      285,092
*ISS International Service System AS, B                                Denmark        30,700      931,424
 Kardex AG, br.                                                      Switzerland       5,110    1,541,409
 Lex Service Plc.                                                  United Kingdom    208,000    1,465,673
 Scribona AB, B                                                        Sweden         19,500      257,747
                                                                                            -------------
                                                                                                5,083,358
                                                                                            -------------
 Chemicals 2.4%
 Akzo Nobel NV                                                       Netherlands       2,380      419,365
 DSM NV                                                              Netherlands       2,900      261,844
 Energia e Industrias Aragonesas Eia SA                                 Spain        129,000      838,008
 Sentrachem Ltd.                                                    South Africa     640,000    1,502,753
                                                                                            -------------
                                                                                                3,021,970
                                                                                            -------------
 Construction & Housing 2.6%
 Dragados y Construcciones SA                                           Spain         25,600      519,145
 Hollandsche Beton Groep NV                                          Netherlands      38,000      761,370
 Kumagai Gumi Hong Kong Ltd.                                          Hong Kong      393,000      360,900
 Sirti SpA                                                              Italy         63,700      378,738
*Sociedade Construcoes Soares da Costa SA                             Portugal       135,800    1,042,536
 Wai Kee Holdings Ltd.                                                Hong Kong      971,361      168,353
                                                                                            -------------
                                                                                                3,231,042
                                                                                            -------------
 Electrical & Electronics 2.1%
 Philips Electronics NV                                              Netherlands      13,200    1,033,428
 Tadiran Ltd., ADR                                                     Israel         34,000    1,283,500
 Techtronic Industries Co. Ltd.                                       Hong Kong    1,978,000      363,288
                                                                                            -------------
                                                                                                2,680,216
                                                                                            -------------
 Electronic Components & Instruments 1.0%
 Swisslog Holding AG                                                 Switzerland       5,500      428,016
 VTech Holdings Ltd.                                                  Hong Kong      429,000      837,858
                                                                                            -------------
                                                                                                1,265,874
                                                                                            -------------
 Energy Sources 0.4%
 Societe Elf Aquitane SA                                               France          3,738      462,694
                                                                                            -------------
 Financial Services 0.8%
 London Pacific Group Ltd.                                         United Kingdom    154,800      541,504
 Peregrine Investments Holdings Ltd.                                  Hong Kong      500,000      491,496
                                                                                            -------------
                                                                                                1,033,000
                                                                                            -------------
 Food & Household Products 7.8%
 Albert Fisher Group Plc.                                          United Kingdom    693,111      433,165
 C P Pokphand Co. Ltd.                                                Hong Kong    2,608,100      624,068
 Hazlewood Foods Plc.                                              United Kingdom    832,000    1,898,396
 Hillsdown Holdings Plc.                                           United Kingdom    338,900      960,910
 McBride Plc.                                                      United Kingdom    314,100      906,403
 Melco International Development Ltd.                                 Hong Kong    1,462,250      434,996
 Food & Household Products (cont.)
 National Foods Ltd.                                                  Australia      827,471  $ 1,192,933
 Oshawa Group Ltd. (The)                                               Canada        109,850    1,894,033
 Perkins Foods Plc.                                                United Kingdom    911,500    1,468,089
                                                                                            -------------
                                                                                                9,812,993
                                                                                            -------------
 Forest Products & Paper 2.3%
 Cartiere Burgo SpA                                                     Italy         58,788      352,728
 Enso OY, R                                                            Finland        49,700      471,709
 Fletcher Challenge Ltd. Forestry Division                           New Zealand     329,000      317,520
 Primex Forest Products Ltd.                                           Canada        225,000    1,117,536
 Stora Kopparbergs Bergslags AB, B                                     Sweden         44,500      611,957
                                                                                            -------------
                                                                                                2,871,450
                                                                                            -------------
 Health & Personal Care 0.9%
 Nycomed ASA, B                                                        Norway         43,132    1,075,611
                                                                                            -------------
 Industrial Components 5.8%
*Granges AB                                                            Sweden         47,656      779,431
 Lucas Varity Plc.                                                 United Kingdom    310,000    1,057,102
 Meggitt Plc.                                                      United Kingdom    184,049      453,915
 Otra NV                                                             Netherlands      84,000    1,341,231
 Sylea SA                                                              France         13,540    1,197,140
 Weir Group Plc.                                                   United Kingdom    414,100    1,920,989
 Yamato Kogyo Co. Ltd.                                                  Japan         66,000      520,980
                                                                                            -------------
                                                                                                7,270,788
                                                                                            -------------
 Insurance 2.0%
 ACE Ltd.                                                              Bermuda         8,800      817,850
 Baloise-Holding                                                     Switzerland         360      647,699
 GIO Australia Holdings Ltd.                                          Australia       89,237      228,431
 Ing Groep NV                                                        Netherlands       8,469      355,510
 London Insurance Group Inc.                                           Canada         18,200      438,422
                                                                                            -------------
                                                                                                2,487,912
                                                                                            -------------
 Leisure & Tourism 0.9%
 Kuoni Reisen Holding AG, B                                          Switzerland         200      756,791
 Tourism Holdings Ltd.                                               New Zealand     297,000      332,868
                                                                                            -------------
                                                                                                1,089,659
                                                                                            -------------
 Machinery & Engineering 2.5%
 Bucherer AG Luzern, fgn.                                            Switzerland         740      697,919
 China International Marine Containers Inc., B                          China        104,000      102,231
 Heidemij NV                                                         Netherlands      75,300      853,258
 Laird Group Plc.                                                  United Kingdom    205,000    1,463,450
                                                                                            -------------
                                                                                                3,116,858
                                                                                            -------------
 Merchandising 6.9%
 David Jones Ltd.                                                     Australia      144,500      182,915
 De Boer Unigro NV                                                   Netherlands      22,750      761,653
 Det Danske Traelastkompagni AS                                        Denmark         6,800      623,073

 Merchandising (cont.)
 Giordano International Ltd.                                          Hong Kong      433,000    $ 159,613
 Hudsons Bay Co.                                                       Canada         21,500      491,982
 Koninklijke Bijenkorf Beheer NV                                     Netherlands      11,900      750,837
 LI & Fung Ltd.                                                       Hong Kong    1,000,000    1,002,393
 Moebel Walther AG                                                     Germany         7,000      296,438
 Northwest Company Fund                                                Canada         43,400      431,919
 Sa des Galeries Lafayette                                             France          2,868    1,342,452
 Safeway Plc.                                                      United Kingdom     79,848      521,456
 Somerfield Plc.                                                   United Kingdom    260,400      845,369
 Storehouse Plc.                                                   United Kingdom    352,400    1,300,718
                                                                                            -------------
                                                                                                8,710,818
                                                                                            -------------
 Metals & Mining 4.9%
 Arbed SA                                                              Belgium         9,245    1,179,382
 Boehler Uddeholm AG                                                   Austria        11,600      831,816
 Boehler Uddeholm AG, 144A                                             Austria         3,390      243,092
 Companhia Siderurgica Nacional, ADR                                   Brazil          8,500      308,404
 Impala Platinum Holdings Ltd.                                      South Africa      96,200      969,496
 Pechiney SA, A                                                        France         29,591    1,216,832
 Pohang Iron & Steel Co. Ltd.                                        South Korea       4,230      188,200
 PT Tambang Timah (Persero), fgn.                                     Indonesia      709,000      845,687
 Vallourec                                                             France          5,857      384,831
                                                                                            -------------
                                                                                                6,167,740
                                                                                            -------------
 Misc Materials & Commodities 0.6%
 Korea Chemical Co Ltd                                               South Korea      15,800      558,321
 Thai Glass Industries Public Co. Ltd., fgn.                          Thailand       100,800      166,973
                                                                                            -------------
                                                                                                  725,294
                                                                                            -------------
 Multi-Industry 4.8%
*Amer Group Ltd., A                                                    Finland        18,000      375,779
 Inversiones y Representacion SA                                      Argentina      278,000      934,641
 Jardine Matheson Holdings Ltd. (Singapore)                           Hong Kong       31,200      199,680
 Jardine Strategic Holdings Ltd. (Singapore)                          Hong Kong      122,000      390,400
 La Cemento Nacional SA, GDR, 144A                                     Ecuador         2,150      470,850
 La Cemento Nacional SA, GDR                                           Ecuador           200       43,800
 Marine Wendel                                                         France          3,576      411,644
 Murray & Roberts Hldgs. Ltd.                                       South Africa     540,000    1,009,870
 Nagron Nationaal Grondbezit NV                                      Netherlands      30,400      822,045
 Pioneer Industries International Ltd.                                Hong Kong      470,000       97,264
 Saha Union Public Co. Ltd., fgn.                                     Thailand       274,000      200,978
 Wagon Industrial Holdings Plc.                                    United Kingdom    175,000      758,968
 Zehnder Holding AG, br.                                             Switzerland         780      328,562
                                                                                            -------------
                                                                                                6,044,481
                                                                                            -------------
 Telecommunications 0.6%
 Cpt-Telefonica del Peru SA, B                                          Peru         114,000      227,160
*Digital Telecommunications Philippines Inc.                         Philippines   5,006,000      242,886
 Telefonica de Espana SA                                                Spain         12,400      338,407
                                                                                            -------------
                                                                                                  808,453
                                                                                            -------------
 Textiles & Apparel 2.1%
 Daehan Synthetic Fiber Co. Ltd.                                     South Korea       4,280    $ 177,409
 Dawson International Plc.                                         United Kingdom    248,000      297,497
 Gamma Holding NV                                                    Netherlands      16,800      899,923
 Inner Mongolia Erdos Cashmere Products Co. Ltd., B                     China      1,535,000      881,090
 Yizheng Chemical Fibre Co. Ltd., H                                     China      1,225,000      368,379
                                                                                            -------------
                                                                                                2,624,298
                                                                                            -------------
 Transportation 5.9%
 Anangel-American Shipholdings Ltd., ADR                               Greece        118,000    1,357,000
 Helikopter Services Group ASA                                         Norway         61,100      761,845
 Orient Overseas International Ltd.                                   Hong Kong      550,000      337,903
 Osprey Maritime Ltd.                                                 Singapore    1,375,000    1,292,063
 PT Steady Safe, fgn.                                                 Indonesia      599,113      162,036
 Shun Tak Holdings                                                    Hong Kong    1,045,000      354,799
 Singapore Bus Service Ltd.                                           Singapore       47,000      183,524
*Stena Line AB, B                                                      Sweden         56,000      231,779
 Stolt Nielsen SA, ADR                                                 Norway         50,000    1,325,000
 Tranz Rail Holdings Ltd., ADR                                       New Zealand      83,445    1,126,508
 Unitor AS                                                             Norway         17,000      270,445
                                                                                            -------------
                                                                                                7,402,902
                                                                                            -------------
 Utilities Electrical & Gas 1.8%
 Cia Sevillana de Electricidad SA                                       Spain         20,391      181,524
 Electricas Reunidas de Zaragoza                                        Spain         13,300      507,424
 Gas y Electricidad SA                                                  Spain         16,099    1,106,689
 Guangdong Electric Power Development Co Ltd., B, 144A                  China        919,920      518,768
                                                                                            -------------
                                                                                                2,314,405
                                                                                            -------------
 Wholesale & International Trade 1.7%
 Dahl International AB                                                 Sweden         49,420      910,554
 Davids Ltd.                                                          Australia      800,000      360,064
 Eurodis Electron Plc.                                             United Kingdom    200,000      528,488
 Inchcape Bhd., fgn.                                                  Singapore       94,000      296,025
                                                                                            -------------
                                                                                                2,095,131
                                                                                            -------------
 Total Common Stocks (Cost $97,216,603)                                                       104,009,480
                                                                                            -------------
 Preferred Stocks 5.5%
 Ballast Nedam NV, ctf., conv., pfd.                                 Netherlands      23,515    1,199,065
*Bank Austria AG, new, pfd., 144A                                      Austria        24,250    1,107,315
 Bombril SA, pfd.                                                      Brazil    143,465,200    1,208,936
 Cia Brasileira de Petroleo Ipiranga, pfd.                             Brazil      5,380,000       78,081
 Coteminas Cia Tecidos Norte de Minas, pfd.                            Brazil      2,006,000      745,847
 Electrolux Do Brasil SA, pfd.                                         Brazil     83,417,000       96,869
 Moebel Walther AG, pfd.                                               Germany        16,000      649,727
 News Corp. Ltd., pfd.                                                Australia      151,486      672,220
 Weg SA, pfd.                                                          Brazil      1,755,900    1,194,544
                                                                                            -------------
 Total Preferred Stocks (Cost $6,943,177)                                                       6,952,604
                                                                                            -------------
 Amer Group Ltd., 6.25%, conv., 6/15/03 (Cost $246,250)                Finland       250,000    $ 257,500
                                                                                            -------------
 Total Investments before Repurchase Agreements (Cost $104,406,030)                           111,219,584
                                                                                            -------------
 Repurchase Agreements 10.9%
  Aubrey G. Lanston & Co., 5.66%, 11/03/97 (Maturity Value $4,444,095)
  Collateralized by U.S. Treasury Notes                             United States  4,442,000    4,442,000
  HSBC Securities Inc., 5.66%, 11/03/97 (Maturity Value $4,512,127)
  Collateralized by U.S. Treasury Notes                             United States  4,510,000    4,510,000
 Morgan Stanley & Co., Inc., 5.66%, 11/03/97 (Maturity Value $4,677,205)
  Collateralized by U.S. Treasury Notes                             United States  4,675,000    4,675,000
                                                                                            -------------
 Total Repurchase Agreements (Cost $13,627,000)                                                13,627,000
                                                                                            -------------
 Total Investments (Cost $118,033,030) 99.6%                                                  124,846,584
 Other Assets, less Liabilities: 0.4%                                                             497,820
                                                                                            -------------
 Total Net Assets: 100.0%                                                                    $125,344,404
                                                                                            =============


</TABLE>
*Non-income producing.
**Securities traded in U.S. Dollars.


FRANKLIN TEMPLETON INTERNATIONAL TRUST
Financial Statements
<TABLE>
<CAPTION>


Statements of Assets and Liabilities
October 31, 1997


                                                                                   Templeton    Templeton
                                                                                    Pacific  Foreign Smaller
                                                                                  Growth FundCompanies Fund
                                                                               =============================
<S>                                                                              <C>         <C>         
Assets:
Investments in securities:
 Cost                                                                            $49,071,468 $104,406,030
                                                                               =============================
 Value                                                                            38,600,924  111,219,584
Repurchase agreements, at value and cost                                           1,871,000   13,627,000
Cash                                                                               1,920,005       12,371
Receivables:
 Beneficial shares sold                                                            2,831,016    1,287,705
 Dividends and interest                                                              161,829      228,191
                                                                               -----------------------------
  Total assets                                                                    45,384,774  126,374,851
                                                                               -----------------------------
Liabilities:
Payables:
 Investment securities purchased                                                     362,803      570,695
 Beneficial shares redeemed                                                          252,552      168,878
 Affiliates                                                                           48,322      192,878
Other liabilities                                                                     99,847       97,996
                                                                               -----------------------------
 Total liabilities                                                                   763,524    1,030,447
                                                                               -----------------------------
  Net assets, at value                                                           $44,621,250 $125,344,404
                                                                               =============================
Net assets consist of:
 Undistributed net investment income                                                $ 46,074  $ 1,365,788
 Net unrealized appreciation (depreciation)                                      (10,470,544)   6,813,554
 Accumulated net realized gain                                                       275,115    5,178,374
 Capital shares                                                                   54,770,605  111,986,688
                                                                               -----------------------------
  Net assets, at value                                                           $44,621,250 $125,344,404
                                                                               =============================
Class I:
 Net assets, at value                                                            $40,958,008 $121,618,800
                                                                               =============================
 Shares outstanding                                                                3,765,681    8,075,535
                                                                               =============================
 Net asset value per share*                                                           $10.88       $15.06
                                                                               =============================
 Maximum offering price per share
  (100 / 95.5% of net asset value per share)                                          $11.39       $15.77
                                                                               =============================

Class II:
 Net assets, at value                                                             $2,306,592
                                                                               ==============
 Shares outstanding                                                                  213,423
                                                                               ==============
 Net asset value per share*                                                           $10.81
                                                                               ==============
 Maximum offering price per share
  (100 / 99.0% of net asset value per share)                                          $10.92
                                                                               ==============
Advisor Class:
 Net assets, at value                                                             $1,356,650   $3,725,604
                                                                               =============================
 Shares outstanding                                                                  124,697      246,892
                                                                               =============================
 Net asset value and offering price per share                                          10.88        15.09
                                                                               =============================
*Redemption  price is equal to net asset  value less any  applicable  contingent
deferred sales charge.

</TABLE>


FRANKLIN TEMPLETON INTERNATIONAL TRUST
Financial Statements (continued)

Statements of Operations
for the year ended October 31, 1997
<TABLE>
<CAPTION>


                                                                                   Templeton    Templeton
                                                                                    Pacific  Foreign Smaller
                                                                                  Growth FundCompanies Fund
                                                                                ---------------------------
<S>                                                                              <C>          <C>        
Investment income:
 Dividends*                                                                      $ 1,409,661  $ 2,617,658
 Interest                                                                             86,730      764,918
                                                                                ---------------------------
      Total investment income                                                      1,496,391    3,382,576
                                                                                ---------------------------
Expenses:
 Management fees (Note 3)                                                            571,117      958,913
 Distribution fees (Note 3)
  Class I                                                                             92,093      238,459
  Class II                                                                             6,054            --
 Transfer agent fees (Note 3)                                                        127,500      157,000
 Custodian fees                                                                       33,000       53,500
 Reports to shareholders                                                              48,100       34,500
 Registration and filing fees                                                         46,740       59,575
 Professional fees                                                                    11,300       15,500
 Other                                                                                   470        3,171
                                                                                ---------------------------
      Total expenses                                                                 936,374    1,520,618
      Expenses waived/paid by affiliate(Note3)                                             --      (92,289)
                                                                                ---------------------------
        Net expenses                                                                 936,374    1,428,329
                                                                                ---------------------------
         Net investment income                                                       560,017    1,954,247
                                                                                ---------------------------
Realized and unrealized gains (losses):
 Net realized gain (loss) from:
  Investments                                                                        310,184    5,443,682
  Foreign currency transactions                                                     (107,284)       1,441
                                                                                ---------------------------
   Net realized gain                                                                 202,900    5,445,123
 Net unrealized appreciation (depreciation) on investments                       (13,054,143)   2,802,188
                                                                                ---------------------------
Net realized and unrealized gain (loss)                                          (12,851,243)   8,247,311
                                                                                ---------------------------
Net increase (decrease) in net assets resulting from operations                 $(12,291,226) $10,201,558
                                                                                ===========================
*Net of foreign  taxes of $105,991 and $311,234 for the Pacific  Growth Fund and
Foreign Smaller Companies Fund, respectively.

</TABLE>

See notes to financial statements.



FRANKLIN TEMPLETON INTERNATIONAL TRUST
Financial Statements (continued)

Statements of Changes in Net Assets
for the years ended October 31, 1997 and 1996
<TABLE>
<CAPTION>


                                                           Templeton                      Templeton
                                                            Pacific                    Foreign Smaller
                                                          Growth Fund                  Companies Fund
                                                    -----------------------------------------------------
                                                      1997         1996              1997         1996
                                                    -----------------------------------------------------
<S>                                                 <C>          <C>             <C>          <C>        
Increase (decrease) in net assets:
 Operations:
  Net investment income                             $ 560,017    $ 663,108       $ 1,954,247  $ 1,490,418
  Net realized gain (loss)
 from investments and foreign
   currency transactions                              202,900      (55,680)        5,445,123    4,922,724
  Net unrealized appreciation (depreciation) on
   investments and translation of assets and
   liabilities denominated in foreign currencies  (13,054,143)   5,378,013         2,802,188    3,514,247
                                                    -----------------------------------------------------
    Net increase in net assets
 resulting from operations                        (12,291,226)   5,985,441        10,201,558    9,927,389
 Distributions to shareholders from:
  Net investment income:
   Class I                                           (436,548)    (809,330)       (1,719,949)    (991,682)
   Class II                                            (1,123)          --                --           --
   Advisor Class                                       (3,363)          --                --           --
  Net realized gains:
   Class I                                                 --   (3,513,636)       (3,465,592)  (4,004,586)
 Capital share transactions (Note 2)
   Class I                                         (6,898,773)   7,830,484        48,596,181   12,088,092
   Class II                                         2,795,305           --                --           --
   Advisor Class                                    1,717,135           --         3,765,571           --
                                                    -----------------------------------------------------
    Net increase (decrease) in net assets         (15,118,593)   9,492,959        57,377,769   17,019,213
Net assets:
 Beginning of year                                 59,739,843   50,246,884        67,966,635   50,947,422
                                                    -----------------------------------------------------
 End of year                                      $44,621,250  $59,739,843      $125,344,404  $67,966,635
                                                    =====================================================
Undistributed net investment income
 included in net assets:
 End of year                                        $ 153,359     $ 34,376       $ 1,134,508    $ 900,210
                                                    =====================================================

</TABLE>
FRANKLIN TEMPLETON INTERNATIONAL TRUST
Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Templeton  International  Trust (the  Trust) is  registered  under the
Investment Company Act of 1940 as an open-end,  diversified  investment company,
consisting of two Funds. The Funds and their investment policies are:

Templeton  Pacific Growth Fund - Seeks to provide long-term growth of capital by
investing  in equity  securities  of which at least 65% trade on  markets in the
Pacific  Rim.  Templeton  Foreign  Smaller  Companies  Fund - Seeks  to  provide
long-term  growth of  capital by  investing  in an  internationally  diversified
portfolio  of  equity  securities,  of which at least 65%  trade on  markets  in
countries other than the United States.

The following summarizes the Fund's significant accounting policies.

a. Security Valuation:

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices.  Securities for which market  quotations
are not readily  available  are valued at fair value as determined by management
in accordance with procedures established by the Board of Trustees.

b. Foreign Currency Translation:

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  securities  and income items  denominated  in foreign  currencies  are
translated  into U.S.  dollars at the exchange rate in effect on the transaction
date. When the Funds purchase or sell foreign  securities they will  customarily
enter into a foreign  exchange  contract to minimize  foreign exchange risk from
the trade date to the settlement date of such transactions.

The Funds do not  separately  report the  effect of changes in foreign  exchange
rates  from  changes in market  prices on  securities  held.  Such  changes  are
included in net realized and unrealized gain or loss from investments.

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 and the difference between the recorded amounts
of dividends,  interest,  and foreign  withholding  taxes,  and the U.S.  dollar
equivalent of the amounts  actually  received or paid.  Net  unrealized  foreign
exchange  gains and losses  arise from  changes  in  foreign  exchange  rates on
foreign currency  denominated  assets and liabilities  other than investments in
securities held at the end of the reporting period.

c. Income Taxes:

No  provision  has been made for income taxes  because each Fund's  policy is to
qualify as a regulated investment company under the Internal Revenue Code and to
distribute all of its taxable income.

d. Security Transactions, Investment Income, Expenses and Distributions:

Security transactions are accounted for on trade date. Realized gains and losses
on security transactions are determined on a specific identification basis.

Interest  income and  estimated  expenses are accrued  daily.  Bond  discount is
amortized  on  an  income  tax  basis.  Dividend  income  and  distributions  to
shareholders are recorded on the ex-divident  date.  Certain income from foreign
securities is recorded as soon as information is available to the Fund.

e. Investment Income, Expenses and Distributions:

Common expenses incurred by the Trust are allocated among the Funds based on the
ratio of net assets of each Fund to the combined net assets.  Other expenses are
charged to each Fund on a specific identification basis.

Realized and unrealized gains and losses and net investment  income,  other than
class specific expenses,  are allocated daily to each class of shares based upon
the relative proportion of net assets of each class.

f. Repurchase Agreements:

The Fund may enter into repurchase agreements, which are accounted for as a loan
by the Fund to the seller,  collateralized  by securities which are delivered to
the Funds'  custodian.  The market value,  including  accrued  interest,  of the
initial  collateralization  is required to be at least 102% of the dollar amount
invested by the Funds,  with the value of the  underlying  securities  marked to
market daily to maintain  coverage of at least 100%.  At October 31,  1997,  all
outstanding  repurchase  agreements  held by the Funds had been  entered into on
that date.

g. Accounting Estimates:

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the amounts of income and expense during the reporting
period. Actual results could differ from those estimates.


2. SHARES OF BENEFICIAL INTEREST

The Pacific  Growth Fund offers three  classes of shares:  Class I, Class II and
Advisor Class shares,  and the Foreign Smaller Companies Fund offers two classes
of shares:  Class I and Advisor Class shares. The shares differ by their initial
sales load, distribution fees, voting rights on matters affecting a single class
and the exchange privilege of each class.

At October 31, 1997, there were an unlimited  number of shares  authorized ($.01
par value). Transactions in the Funds' shares were as follows:
<TABLE>
<CAPTION>

                                                                                           Templeton
                                                            Templeton Pacific           Foreign Smaller
                                                               Growth Fund              Companies Fund
                                                          -----------------------------------------------
Class I                                                    Shares      Amount          Shares    Amount
                                                          -----------------------------------------------
<S>                                                      <C>        <C>             <C>       <C>        
Year ended October 31, 1997
Shares sold                                              5,435,941  $76,600,239     5,719,497 $85,126,909
Shares issued in reinvestment of distributions.             24,706      372,583       327,209   4,482,693
Shares redeemed                                         (5,815,156) (83,871,595)   (2,764,102)(41,013,421)
                                                          -----------------------------------------------
Net increase (decrease)                                   (354,509) $(6,898,773)    3,282,604 $48,596,181
                                                          ===============================================
Year ended October 31, 1996
Shares sold                                              6,244,033 $91,529,496      2,851,402 $38,019,671
Shares issued in reinvestment of distributions.            273,824   3,846,596        362,506   4,445,701
Shares redeemed                                         (5,957,749)(87,545,608)    (2,273,240)(30,377,280)
                                                          -----------------------------------------------
Net increase                                               560,108 $ 7,830,484        940,668 $12,088,092
                                                          ===============================================
Class II+                                                   Shares     Amount
                                                          ----------------------
Year ended October 31, 1997
Shares sold.                                               505,147 $ 6,723,229
Shares issued in reinvestment of distributions.                 69       1,034
Shares redeemed                                           (291,793) (3,928,958)
                                                           --------------------
Net increase                                               213,423 $ 2,795,305
                                                           ====================
Advisor Class+                                              Shares     Amount          Shares     Amount
                                                           ----------------------------------------------
For the period January 2, 1997 through October 31, 1997
Shares sold.                                               126,880 $ 1,745,974        400,189 $ 6,248,096
Shares issued in reinvestment of distributions.                218       3,308            458       6,889
Shares redeemed.                                            (2,401)    (32,147)      (153,755) (2,489,414)
                                                           ----------------------------------------------
Net increase.                                              124,697 $ 1,717,135        246,892 $ 3,765,571
                                                           ==============================================

</TABLE>
+Effective date of Class II and Advisor Class shares was January 2, 1997.

3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Certain  officers of the Trust are also  officers  and/or  directors of Franklin
Advisers, Inc. (Advisers),  Franklin/Templeton Distributors, Inc. (Distributors)
and Franklin/Templeton  Investor Services, Inc. (Investor Services),  the Funds'
investment manager, principal underwriter and transfer agent, respectively.

The Funds pay an  investment  management  fee to  Advisers  based on the average
daily net assets of each Fund as follows:

       Annualized
        Fee Rate  Average Daily Net Assets
         1.00%    First $100 million
         0.90%    Over $100 million, up to and including $250 million
         0.80%    Over $250 million, up to and including $500 million
         0.75%    Over $500 million

Under  a  subadvisory   agreement,   Templeton   Investment  Counsel,   Inc.,  a
wholly-owned  subsidiary  of  Franklin  Resources,  Inc.,  provides  subadvisory
services to the Funds and receives from Advisers fees based on the average daily
net assets of the Funds as follows:

       Annualized
        Fee Rate  Average Daily Net Assets
         0.50%    First $100 million
         0.40%    Over $100 million, up to and including $250 million
         0.30%    Over $250 million, up to and including $500 million
         0.25%    Over $500 million

Effective March 1, 1997, Advisers agreed in advance to reduce fees to the extent
necessary to limit total  expenses of the Templeton  Foreign  Smaller  Companies
Fund to an annual  rate of 1.45% and 1.20% of the  average  daily net  assets of
Class I and Advisor  Class  shares,  respectively,  as noted in the Statement of
Operations.

The Templeton Pacific Growth Fund reimburses  Distributors up to 0.25% and 1.00%
per year of the average daily net assets of Class I and Class II,  respectively,
and the Templeton Foreign Smaller  Companies Fund reimburses  Distributors up to
0.25% per year of the average  daily net assets of Class I, for cost incurred in
marketing the Funds' shares.

Distributors  received  net  commissions  on  sales  of  Fund  shares  and  paid
commissions to other dealers for the year ended October 31, 1997 as follows:

                             Templeton     Templeton
                              Pacific   Foreign Smaller
                            Growth Fund Companies Fund
                         -------------------------------
Total commissions received   $483,600      $1,059,592
Paid to other dealers        $418,316       $ 903,150

4. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended October 31, 1997 were as follows:

                          Templeton         Templeton
                           Pacific       Foreign Smaller
                         Growth Fund      Companies Fund
                         -------------------------------
Purchases                 $13,520,739     $65,346,875
Sales                     $22,655,182     $27,421,760

5. INCOME TAXES

The cost of securities  for income tax purposes is the same as that shown in the
investment  portfolio,  except for the Templeton Pacific Growth Fund, whose cost
for tax purposes is $51,186,675.

At October 31, 1997, the net unrealized appreciation (depreciation) based on the
cost of investments for income tax purposes are as follows:

                             Templeton     Templeton
                              Pacific   Foreign Smaller
                            Growth Fund Companies Fund
                         ------------------------------
Unrealized appreciation   $   2,418,839    $17,039,136
Unrealized depreciation     (13,133,590)   (10,225,582)
                         ------------------------------
Net unrealized depreciation$(10,714,751)   $ 6,813,554
                         ==============================
Net Investment Income differs for financial statement and tax purposes primarily
due to differing treatments of foreign currency transactions.



FRANKLIN TEMPLETON INTERNATIONAL TRUST
Report of Independent Accountants

To the Shareholders and Board of Trustees
of Franklin Templeton International Trust:

We have audited the accompanying  statement of assets and liabilities of each of
the funds comprising of the Franklin Templeton  International  Trust,  including
each fund's statement of investments in securities and net assets, as of October
31, 1997, and the related  statements 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 periods  presented.  These
financial  statements  and financial  highlights are the  responsibility  of the
Trust's  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements and financial highlights based on our audits.

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
October 31, 1997, 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 each
of the funds comprising the Franklin Templeton International Trust as of October
31, 1997, the results of their  operations for the year then ended,  the changes
in their net assets for each of the two years in the period then ended and their
financial  highlights  for each of the periods  presented,  in  conformity  with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Ft. Lauderdale, Florida
November 26, 1997



FRANKLIN TEMPLETON INTERNATIONAL TRUST
Tax Designation



Templeton Pacific Growth Fund




Under Section  852(b)(3)(C) of the Internal Revenue Code, the Templeton  Pacific
Growth Fund hereby designates $275,200 as a capital gain dividend for the fiscal
year ended October 31, 1997.

Under  Section  852(b)(2) of the Internal  Revenue Code,  the Templeton  Pacific
Growth Fund hereby  designates  2.20% of the ordinary income dividends as income
qualifying  for the  dividends  received  deduction  for the  fiscal  year ended
October 31, 1997.

At October 31, 1997, more than 50% of the Templeton  Pacific Growth Fund's total
assets were  invested  in  securities  of foreign  issuers.  In most  instances,
foreign  taxes  were  withheld  from   dividends  paid  to  the  fund  on  these
investments.  As in prior  years,  the Fund  intends to make an  election  under
Section 853 of the Internal Revenue Code. This election will allow  shareholders
to treat their  proportionate  share of foreign taxes paid by the Fund as having
been paid directly by them.

In January 1998,  shareholders  will receive Form  1099-DIV,  which will include
his/her share of taxes  withheld and foreign  source income  distributed  during
calendar year 1997.

a. The following table provides a breakdown by country of foreign taxes paid and
foreign  source  income to Class I  shareholders  during the fiscal  year ending
October 31, 1997:

<TABLE>
<CAPTION>

                                                              December 1996                 June 1997
                                                       ----------------------------------------------------
                                                         Foreign Tax   Foreign      Foreign Tax   Foreign
                                                            Paid    Source Income      Paid    Source Income
                                                          Per Share   Per Share      Per Share   Per Share
                                                       ----------------------------------------------------
<S>                                                        <C>         <C>           <C>         <C>   
Australia                                                  0.0022      0.0141        0.0011      0.0045
China                                                      0.0000      0.0030        0.0000      0.0015
Hong Kong                                                  0.0000      0.0264        0.0000      0.0129
India                                                      0.0001      0.0003        0.0000      0.0009
Indonesia                                                  0.0025      0.0027        0.0006      0.0014
Japan                                                      0.0031      0.0048        0.0007      0.0017
Korea (South)                                              0.0005      0.0007        0.0001      0.0003
Malaysia                                                   0.0025      0.0030        0.0016      0.0024
New Zealand                                                0.0008      0.0013        0.0004      0.0010
Pakistan                                                   0.0015      0.0023        0.0008      0.0020
Philippines                                                0.0002      0.0001        0.0000      0.0000
Singapore                                                  0.0013      0.0012        0.0006      0.0009
Thailand                                                   0.0019      0.0048        0.0004      0.0025
                                                       ---------------------------------------------------
TOTAL                                                     $0.0166     $0.0647       $0.0063     $0.0320
                                                       ===================================================

b. The following table provides a breakdown by country of foreign taxes paid and
foreign  source  income to Class II  shareholders  during the fiscal year ending
October 31, 1997:
                                                                                            June 1997
                                                                                -----------------------------
                                                                                    Foreign Tax   Foreign
                                                                                       Paid    Source Income
Country                                                                              Per Share   Per Share
                                                                                -----------------------------
<S>                                                                                  <C>          <C>   
Australia                                                                            0.0011       0.0036
China                                                                                0.0000       0.0012
Hong Kong                                                                            0.0000       0.0103
India                                                                                0.0000       0.0007
Indonesia                                                                            0.0006       0.0011
Japan                                                                                0.0007       0.0014
Korea (South)                                                                        0.0001       0.0002
Malaysia                                                                             0.0016       0.0019
New Zealand                                                                          0.0004       0.0008
Pakistan                                                                             0.0008       0.0016
Singapore                                                                            0.0006       0.0007
Thailand                                                                             0.0004       0.0020
                                                                                -----------------------------
TOTAL                                                                               $0.0063      $0.0255
                                                                                =============================

c. The following table provides a breakdown by country of foreign taxes paid and
foreign  source  income to Advisor  Class  shareholders  during the fiscal  year
ending October 31, 1997:
                                                                                            June 1997
                                                                                -----------------------------
                                                                                    Foreign Tax   Foreign
                                                                                       Paid    Source Income
Country                                                                              Per Share   Per Share
                                                                                -----------------------------
<S>                                                                                  <C>          <C>   
Australia                                                                            0.0011       0.0055
China                                                                                0.0000       0.0018
Hong Kong                                                                            0.0000       0.0156
India                                                                                0.0000       0.0012
Indonesia                                                                            0.0006       0.0018
Japan                                                                                0.0007       0.0021
Korea (South)                                                                        0.0001       0.0004
Malaysia                                                                             0.0016       0.0028
New Zealand                                                                          0.0004       0.0013
Pakistan                                                                             0.0008       0.0025
Singapore                                                                            0.0006       0.0011
Thailand                                                                             0.0004       0.0029
                                                                                -----------------------------
TOTAL                                                                               $0.0063      $0.0390
                                                                                =============================


</TABLE>

Under Section  852(b)(3)(C) of the Internal Revenue Code, the Templeton  Foreign
Smaller Companies Fund hereby  designates  $2,362,000 as a capital gain dividend
for the fiscal year ended October 31, 1997.

At October 31, 1997, more than 50% of the Templeton  Foreign  Smaller  Companies
Fund's total assets were  invested in  securities  of foreign  issuers.  In most
instances,  foreign taxes were withheld from dividends paid to the fund on these
investments.  As in prior  years,  the Fund  intends to make an  election  under
Section 853 of the Internal Revenue Code. This election will allow  shareholders
to treat their  proportionate  share of foreign taxes paid by the Fund as having
been paid directly by them.

In January 1998,  shareholders  will receive Form  1099-DIV,  which will include
his/her share of taxes  withheld and foreign  source income  distributed  during
calendar year 1997.

a. The following table provides a breakdown by country of foreign taxes paid and
foreign  source  income to Class I  shareholders  during the fiscal  year ending
October 31, 1997:
<TABLE>
<CAPTION>

                                                              December 1996                 June 1997
                                                         ----------------------------------------------------
                                                         Foreign Tax   Foreign      Foreign Tax   Foreign
                                                            Paid    Source Income      Paid    Source Income
Country                                                   Per Share   Per Share      Per Share   Per Share
                                                         ----------------------------------------------------
<S>                                                        <C>         <C>            <C>        <C>   
Argentina                                                  0.0000      0.0030         0.0000     0.0003
Australia                                                  0.0008      0.0124         0.0001     0.0017
Austria                                                    0.0001      0.0004         0.0001     0.0004
Belgium                                                    0.0003      0.0016         0.0000     0.0001
Bermuda                                                    0.0000      0.0017         0.0000     0.0001
Brazil                                                     0.0000      0.0006         0.0001     0.0014
Canada                                                     0.0011      0.0052         0.0001     0.0007
China                                                      0.0000      0.0019         0.0000     0.0005
Colombia                                                   0.0000      0.0012         0.0000     0.0001
Denmark                                                    0.0000      0.0000         0.0000     0.0002
Ecuador                                                    0.0000      0.0000         0.0000     0.0003
Egypt                                                      0.0000      0.0000         0.0000     0.0003
Finland                                                    0.0018      0.0102         0.0001     0.0005
France                                                     0.0029      0.0189         0.0002     0.0012
Germany                                                    0.0000      0.0000         0.0000     0.0001
Greece                                                     0.0000      0.0065         0.0000     0.0004
Hong Kong                                                  0.0000      0.0199         0.0000     0.0049
Hungary                                                    0.0000      0.0000         0.0000     0.0000
India                                                      0.0001      0.0004         0.0000     0.0001
Indonesia                                                  0.0000      0.0001         0.0001     0.0004
Israel                                                     0.0000      0.0000         0.0000     0.0001
Italy                                                      0.0012      0.0062         0.0001     0.0006
Korea (South)                                              0.0003      0.0013         0.0000     0.0001
Mexico                                                     0.0000      0.0023         0.0000     0.0000
Netherlands                                                0.0043      0.0211         0.0006     0.0031
New Zealand                                                0.0006      0.0030         0.0002     0.0006
Norway                                                     0.0013      0.0062         0.0004     0.0019
Peru                                                       0.0000      0.0004         0.0000     0.0001
Portugal                                                   0.0005      0.0022         0.0000     0.0001
Singapore                                                  0.0000      0.0047         0.0000     0.0003
South Africa                                               0.0000      0.0000         0.0000     0.0006
Spain                                                      0.0034      0.0220         0.0004     0.0020
Sweden                                                     0.0034      0.0330         0.0005     0.0033
Switzerland                                                0.0012      0.0058         0.0001     0.0010
Thailand                                                   0.0000      0.0000         0.0000     0.0003
Turkey                                                     0.0000      0.0000         0.0000     0.0001
United Kingdom                                             0.0058      0.0348         0.0018     0.0087
                                                          ----------------------------------------------
TOTAL                                                     $0.0291     $0.2270        $0.0049    $0.0366
                                                          ==============================================
b. The following table provides a breakdown by country of foreign taxes paid and
foreign  source  income to Advisor  Class  shareholders  during the fiscal  year
ending October 31, 1997:
                                                                                            June 1997
                                                                                  --------------------------
                                                                                    Foreign Tax   Foreign
                                                                                       Paid    Source Income
Country                                                                              Per Share   Per Share
                                                                                  --------------------------
<S>                                                                                  <C>         <C>   
Argentina                                                                            0.0000      0.0004
Australia                                                                            0.0001      0.0019
Austria                                                                              0.0001      0.0005
Belgium                                                                              0.0000      0.0001
Bermuda                                                                              0.0000      0.0001
Brazil                                                                               0.0001      0.0016
Canada                                                                               0.0001      0.0008
China                                                                                0.0000      0.0005
Colombia                                                                             0.0000      0.0001
Denmark                                                                              0.0000      0.0002
Ecuador                                                                              0.0000      0.0003
Egypt                                                                                0.0000      0.0003
Finland                                                                              0.0001      0.0005
France                                                                               0.0002      0.0013
Germany                                                                              0.0000      0.0001
Greece                                                                               0.0000      0.0005
Hong Kong                                                                            0.0000      0.0054
Hungary                                                                              0.0000      0.0000
India                                                                                0.0000      0.0001
Indonesia                                                                            0.0001      0.0005
Israel                                                                               0.0000      0.0001
Italy                                                                                0.0001      0.0006
Japan                                                                                0.0000      0.0000
Korea (South)                                                                        0.0000      0.0001
Luxembourg                                                                           0.0000      0.0000
Mexico                                                                               0.0000      0.0000
Netherlands                                                                          0.0006      0.0035
New Zealand                                                                          0.0002      0.0007
Norway                                                                               0.0004      0.0021
Peru                                                                                 0.0000      0.0001
Portugal                                                                             0.0000      0.0001
Singapore                                                                            0.0000      0.0003
South Africa                                                                         0.0000      0.0007
Spain                                                                                0.0004      0.0023
Sweden                                                                               0.0005      0.0037
Switzerland                                                                          0.0001      0.0011
Thailand                                                                             0.0000      0.0003
Turkey                                                                               0.0000      0.0001
United Kingdom                                                                       0.0018      0.0098
                                                                                ------------------------
TOTAL                                                                               $0.0049     $0.0408
                                                                                ========================





Franklin Templeton International Trust Annual Report October 31, 1997.

APPENDIX

DESCRIPTION OF GRAPHIC  MATERIAL OMITTED FROM EDGAR FILING (PURSUANT TO ITEM 304
(a) OF REGULATION S-T)

GRAPHIC MATERIAL (1)

This chart  shows in bar format the  geographic  distribution  of the  Templeton
Pacific Growth Fund on October 31, 1997, based on total net assets.

Geographic Disribution on October 31, 1997

Hong Kong                                       26.8%
Japan                                           14.6%
Singapore                                       6.7%
Australia                                       6.1%
China                                           5.2%
Malaysia                                        4.9%
Pakistan                                        4.3%
India                                           4.1%
Thailand                                        3.8%
Indonesia                                       3.6%
New Zealand                                     3.0%
Philippines                                     1.4%
South Korea                                     1.1%
Short-Term Obligations & Other Net Assets      14.4%

GRAPHIC MATERIAL (2)

The  following  line  graph  hypothetically  compares  the  performance  of  the
Templeton  Pacific  Growth  Fund - Class I shares  to that of the  MSCI  Pacific
Index, based on a $10,000 investment from 9/20/91 to 10/31/97.

Period Ending      Fund           MSCI

                 Templeton        MSCI
                  Pacific        Pacific
                Growth Fund-      Index
                  Class I*
      9/20/91      $9,426        $10,000
       Sep-91      $9,444        $10,250
       Oct-91      $9,482        $10,688
       Nov-91      $9,426        $10,002
       Dec-91      $9,768        $10,311
       Jan-92      $9,816        $9,913
       Feb-92     $10,015        $9,220
       Mar-92      $9,816        $8,345
       Apr-92      $9,968        $7,964
       May-92     $10,452        $8,587
       Jun-92     $10,819        $7,914
       Jul-92     $10,160        $7,806
       Aug-92      $9,893        $8,877
       Sep-92      $9,931        $8,675
       Oct-92     $10,409        $8,371
       Nov-92     $10,313        $8,530
       Dec-92     $10,125        $8,434
       Jan-93     $10,293        $8,420
       Feb-93     $10,718        $8,831
       Mar-93     $10,718        $9,899
       Apr-93     $11,458        $11,478
       May-93     $12,012        $11,814
       Jun-93     $11,757        $11,622
       Jul-93     $12,007        $12,311
       Aug-93     $12,725        $12,677
       Sep-93     $12,865        $12,205
       Oct-93     $14,412        $12,478
       Nov-93     $14,342        $10,719
       Dec-93     $16,294        $11,468
       Jan-94     $16,465        $12,797
       Feb-94     $15,941        $13,129
       Mar-94     $14,693        $12,406
       Apr-94     $14,904        $12,945
       May-94     $15,599        $13,255
       Jun-94     $15,114        $13,690
       Jul-94     $15,520        $13,398
       Aug-94     $16,210        $13,633
       Sep-94     $15,530        $13,294
       Oct-94     $15,631        $13,632
       Nov-94     $14,464        $12,874
       Dec-94     $14,553        $12,962
       Jan-95     $13,295        $12,146
       Feb-95     $13,898        $11,847
       Mar-95     $14,293        $12,759
       Apr-95     $14,470        $13,304
       May-95     $15,021        $12,774
       Jun-95     $14,744        $12,235
       Jul-95     $15,340        $13,119
       Aug-95     $15,152        $12,627
       Sep-95     $15,382        $12,746
       Oct-95     $14,775        $12,128
       Nov-95     $14,786        $12,727
       Dec-95     $15,404        $13,350
       Jan-96     $16,589        $13,375
       Feb-96     $16,523        $13,226
       Mar-96     $16,434        $13,634
       Apr-96     $17,132        $14,330
       May-96     $17,154        $13,710
       Jun-96     $16,917        $13,715
       Jul-96     $16,033        $13,087
       Aug-96     $16,350        $12,745
       Sep-96     $16,735        $13,163
       Oct-96     $16,429        $12,554
       Nov-96     $17,381        $12,896
       Dec-96     $17,229        $12,228
       Jan-97     $16,921        $11,201
       Feb-97     $16,990        $11,436
       Mar-97     $16,192        $11,019
       Apr-97     $16,261        $8,527
       May-97     $17,399        $12,353
       Jun-97     $17,565        $13,120
       Jul-97     $18,033        $12,808
       Aug-97     $15,534        $11,539
       Sep-97     $15,853        $11,497
       Oct-97     $12,418        $10,102

GRAPHIC MATERIAL (3)

The  following  line  graph  hypothetically  compares  the  performance  of  the
Templeton  Pacific  Growth - Class II shares to that of the MSCI Pacific  Index,
based on a $10,000 investment from (1/2/97 - 10/31/97).

Period ending     Fund         MSCI

               Templeton     MSCI
                Pacific       Pacific
              Growth Fund-     Index
               Class II*
     1/2/97      $9,902       $10,000
     Jan-97      $9,731        $9,160
     Feb-97      $9,764        $9,352
     Mar-97      $9,298        $9,011
     Apr-97      $9,331        $6,973
     May-97      $9,987       $10,102
     Jun-97     $10,071       $10,729
     Jul-97     $10,327       $10,474
     Aug-97      $8,882        $9,436
     Sep-97      $9,059        $9,402
     Oct-97      $7,031        $8,261


GRAPHIC MATERIAL (4)

The  following  line  graph  hypothetically  compares  the  performance  of  the
Templeton  Pacific Growth Fund - Advisor Class shares to that of the MSCI Index,
based on a $10,000 investment from 9/20/91 - 10/31/97.

Period Ending     Fund        MSCI

              Templeton       MSCI
               Pacific       Pacific
             Growth Fund-     Index
            Advisor Class
    9/20/91    $10,000       $10,000
     Sep-91    $10,020       $10,250
     Oct-91    $10,060       $10,688
     Nov-91    $10,000       $10,002
     Dec-91    $10,364       $10,311
     Jan-92    $10,414       $9,913
     Feb-92    $10,626       $9,220
     Mar-92    $10,414       $8,345
     Apr-92    $10,575       $7,964
     May-92    $11,089       $8,587
     Jun-92    $11,479       $7,914
     Jul-92    $10,780       $7,806
     Aug-92    $10,496       $8,877
     Sep-92    $10,537       $8,675
     Oct-92    $11,043       $8,371
     Nov-92    $10,942       $8,530
     Dec-92    $10,742       $8,434
     Jan-93    $10,920       $8,420
     Feb-93    $11,371       $8,831
     Mar-93    $11,371       $9,899
     Apr-93    $12,157       $11,478
     May-93    $12,744       $11,814
     Jun-93    $12,474       $11,622
     Jul-93    $12,738       $12,311
     Aug-93    $13,501       $12,677
     Sep-93    $13,649       $12,205
     Oct-93    $15,290       $12,478
     Nov-93    $15,216       $10,719
     Dec-93    $17,287       $11,468
     Jan-94    $17,468       $12,797
     Feb-94    $16,913       $13,129
     Mar-94    $15,588       $12,406
     Apr-94    $15,812       $12,945
     May-94    $16,550       $13,255
     Jun-94    $16,035       $13,690
     Jul-94    $16,466       $13,398
     Aug-94    $17,198       $13,633
     Sep-94    $16,476       $13,294
     Oct-94    $16,584       $13,632
     Nov-94    $15,346       $12,874
     Dec-94    $15,440       $12,962
     Jan-95    $14,105       $12,146
     Feb-95    $14,745       $11,847
     Mar-95    $15,164       $12,759
     Apr-95    $15,352       $13,304
     May-95    $15,936       $12,774
     Jun-95    $15,643       $12,235
     Jul-95    $16,275       $13,119
     Aug-95    $16,075       $12,627
     Sep-95    $16,320       $12,746
     Oct-95    $15,676       $12,128
     Nov-95    $15,687       $12,727
     Dec-95    $16,343       $13,350
     Jan-96    $17,600       $13,375
     Feb-96    $17,529       $13,226
     Mar-96    $17,435       $13,634
     Apr-96    $18,176       $14,330
     May-96    $18,199       $13,710
     Jun-96    $17,948       $13,715
     Jul-96    $17,010       $13,087
     Aug-96    $17,347       $12,745
     Sep-96    $17,755       $13,163
     Oct-96    $17,431       $12,554
     Nov-96    $18,440       $12,896
     Dec-96    $18,279       $12,228
     Jan-97    $17,952       $11,201
     Feb-97    $18,025       $11,436
     Mar-97    $17,191       $11,019
     Apr-97    $17,264       $8,527
     May-97    $18,484       $12,353
     Jun-97    $18,645       $13,120
     Jul-97    $19,130       $12,808
     Aug-97    $16,476       $11,539
     Sep-97    $16,828       $11,497
     Oct-97    $13,181       $10,102


Franklin Templeton International Trust Annual Report October 31, 1997.

APPENDIX
DESCRIPTION OF GRAPHIC  MATERIAL OMITTED FROM EDGAR FILING (PURSUANT TO ITEM 304
(a) OF REGULATION S-T)

GRAPHIC MATERIAL (5)

This chart  shows in bar format the  geographic  distribution  of the  Templeton
Smaller Companies Fund on October 31, 1997, based on total net assets.

Geographic Disribution on October 31, 1997

Europe                                          53.2%
Asia                                            14.6%
North America                                   5.6%
Mid-East and Africa                             5.5%
Australia and New Zealand                       5.2%
Latin America                                   4.6%

Short-Term Obligations & Other Net Assets      11.3%

GRAPHIC MATERIAL (6)

The  following  line  graph  hypothetically  compares  the  performance  of  the
Templeton  Foreign  Smaller  Companies  Fund -  Class  I  shares  to that of the
MSCI/EAFE Index, based on a $10,000 investment from 9/20/91 to 10/31/97.

Period Ending     Fund        Index

                Templeton    MSCI/EAFE
                 Foreign       Index
                 Smaller
                Companies-
                 Class I*
      9/20/91     $9,426      $10,000
       Sep-91     $9,444      $10,268
       Oct-91     $9,482      $10,416
       Nov-91     $9,397       $9,933
       Dec-91     $9,773      $10,449
       Jan-92     $9,887      $10,229
       Feb-92     $9,982       $9,865
       Mar-92     $9,593       $9,217
       Apr-92     $9,811       $9,263
       May-92    $10,333       $9,886
       Jun-92    $10,139       $9,420
       Jul-92     $9,908       $9,182
       Aug-92     $9,966       $9,761
       Sep-92     $9,803       $9,571
       Oct-92     $9,620       $9,072
       Nov-92     $9,774       $9,160
       Dec-92     $9,860       $9,210
       Jan-93     $9,715       $9,212
       Feb-93     $9,889       $9,493
       Mar-93    $10,121      $10,323
       Apr-93    $10,497      $11,306
       May-93    $10,825      $11,548
       Jun-93    $10,480      $11,370
       Jul-93    $10,659      $11,771
       Aug-93    $11,338      $12,408
       Sep-93    $11,298      $12,132
       Oct-93    $12,256      $12,509
       Nov-93    $11,907      $11,418
       Dec-93    $13,116      $12,245
       Jan-94    $14,099      $13,283
       Feb-94    $13,868      $13,249
       Mar-94    $13,377      $12,681
       Apr-94    $13,477      $13,222
       May-94    $13,527      $13,149
       Jun-94    $13,147      $13,338
       Jul-94    $13,695      $13,469
       Aug-94    $14,111      $13,791
       Sep-94    $13,787      $13,359
       Oct-94    $14,040      $13,807
       Nov-94    $13,340      $13,147
       Dec-94    $13,101      $13,232
       Jan-95    $12,780      $12,727
       Feb-95    $12,983      $12,694
       Mar-95    $12,941      $13,489
       Apr-95    $13,539      $14,000
       May-95    $13,806      $13,836
       Jun-95    $14,156      $13,598
       Jul-95    $14,826      $14,448
       Aug-95    $14,394      $13,900
       Sep-95    $14,750      $14,175
       Oct-95    $14,286      $13,798
       Nov-95    $14,351      $14,185
       Dec-95    $14,504      $14,761
       Jan-96    $15,024      $14,825
       Feb-96    $15,438      $14,878
       Mar-96    $15,674      $15,198
       Apr-96    $16,147      $15,644
       May-96    $16,384      $15,360
       Jun-96    $16,438      $15,450
       Jul-96    $15,912      $15,002
       Aug-96    $16,306      $15,039
       Sep-96    $16,509      $15,442
       Oct-96    $16,927      $15,288
       Nov-96    $17,393      $15,900
       Dec-96    $18,011      $15,699
       Jan-97    $18,164      $15,154
       Feb-97    $18,432      $15,405
       Mar-97    $18,535      $15,465
       Apr-97    $18,343      $15,551
       May-97    $18,930      $16,566
       Jun-97    $19,635      $17,484
       Jul-97    $19,827      $17,770
       Aug-97    $19,943      $16,447
       Sep-97    $20,880      $17,371
       Oct-97    $19,339      $16,040


GRAPHIC MATERIAL (7)

The  following  line  graph  hypothetically  compares  the  performance  of  the
Templeton  Pacific  Growth Fund - Advisor  Class shares to that of the MSCI/EAFE
Index, based on a $10,000 investment from 9/20/91 - 10/31/97.

Period Ending     Fund        MSCI/EAFE

                 Templeton     MSCI EAFE
                  Foreign        Index
                  Smaller
                Companies-
               Advisor Class
      9/20/91     $10,000       $10,000
       Sep-91     $10,020       $10,268
       Oct-91     $10,060       $10,416
       Nov-91     $9,970        $9,933
       Dec-91     $10,369       $10,449
       Jan-92     $10,490       $10,229
       Feb-92     $10,590       $9,865
       Mar-92     $10,177       $9,217
       Apr-92     $10,409       $9,263
       May-92     $10,963       $9,886
       Jun-92     $10,757       $9,420
       Jul-92     $10,512       $9,182
       Aug-92     $10,573       $9,761
       Sep-92     $10,400       $9,571
       Oct-92     $10,207       $9,072
       Nov-92     $10,370       $9,160
       Dec-92     $10,461       $9,210
       Jan-93     $10,307       $9,212
       Feb-93     $10,492       $9,493
       Mar-93     $10,737       $10,323
       Apr-93     $11,136       $11,306
       May-93     $11,484       $11,548
       Jun-93     $11,118       $11,370
       Jul-93     $11,309       $11,771
       Aug-93     $12,029       $12,408
       Sep-93     $11,987       $12,132
       Oct-93     $13,003       $12,509
       Nov-93     $12,633       $11,418
       Dec-93     $13,915       $12,245
       Jan-94     $14,958       $13,283
       Feb-94     $14,713       $13,249
       Mar-94     $14,192       $12,681
       Apr-94     $14,298       $13,222
       May-94     $14,351       $13,149
       Jun-94     $13,948       $13,338
       Jul-94     $14,530       $13,469
       Aug-94     $14,971       $13,791
       Sep-94     $14,627       $13,359
       Oct-94     $14,896       $13,807
       Nov-94     $14,153       $13,147
       Dec-94     $13,899       $13,232
       Jan-95     $13,559       $12,727
       Feb-95     $13,775       $12,694
       Mar-95     $13,729       $13,489
       Apr-95     $14,364       $14,000
       May-95     $14,648       $13,836
       Jun-95     $15,019       $13,598
       Jul-95     $15,729       $14,448
       Aug-95     $15,271       $13,900
       Sep-95     $15,649       $14,175
       Oct-95     $15,156       $13,798
       Nov-95     $15,225       $14,185
       Dec-95     $15,388       $14,761
       Jan-96     $15,940       $14,825
       Feb-96     $16,379       $14,878
       Mar-96     $16,629       $15,198
       Apr-96     $17,131       $15,644
       May-96     $17,382       $15,360
       Jun-96     $17,439       $15,450
       Jul-96     $16,882       $15,002
       Aug-96     $17,300       $15,039
       Sep-96     $17,515       $15,442
       Oct-96     $17,959       $15,288
       Nov-96     $18,453       $15,900
       Dec-96     $19,108       $15,699
       Jan-97     $19,271       $15,154
       Feb-97     $19,556       $15,405
       Mar-97     $19,678       $15,465
       Apr-97     $19,461       $15,551
       May-97     $20,098       $16,566
       Jun-97     $20,858       $17,484
       Jul-97     $21,076       $17,770
       Aug-97     $21,199       $16,447
       Sep-97     $22,222       $17,371
       Oct-97     $20,572       $16,040




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