RULE 24f-2 NOTICE FOR TEMPLETON DEVELOPING MARKETS TRUST
FILE NO. 33-42163
i. This Notice is filed on behalf of Templeton Developing Markets
Trust (the "Trust") for the fiscal year ended December 31, 1994.
ii. None.
iii. None.
iv. The Trust sold 84,733,238 shares of beneficial interest during the
fiscal year ended December 31, 1994.
v. The Trust sold 84,733,238 shares during the fiscal year ended
December 31, 1994, in reliance upon its registration of an
indefinite amount of shares pursuant to Rule 24f-2 for an actual
sales price of $1,257,587,619. During that year, the Trust
redeemed 31,092,171 shares in an amount of $454,790,348. Because
this Notice is filed within two months of the end of the Trust's
fiscal year, the Trust's filing fee of $276,828.58 is based upon a
net sales amount of $802,797,271.*/
An opinion of counsel stating that the shares sold during the
fiscal year ended December 31, 1994 were legally issued, fully paid and non-
assessable accompanies this Notice.
/s/ JAMES R. BAIO
--------------------------------
Templeton Developing Markets Trust
James R. Baio, Treasurer
February 21, 1995
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*/ $1,257,587,619 - $454,790,348 = $802,797,271
$802,797,271 x (.00034483) = $276,828.58
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005
February 21, 1995
Templeton Developing Markets Trust
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Developing Markets Trust (the "Trust") during
the fiscal year ended December 31, 1994, we are familiar with the registration
of the Trust under the Investment Company Act of 1940 (File No. 811-6378) and
the registration statement relating to its shares of beneficial interest (the
"Shares") under the Securities Act of 1933 (File No. 33-42163). We also have
examined such other Trust records, agreements, documents and instruments as we
deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and issued as fully paid and non-assessable Shares
of the Trust.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1994 pursuant to Rule 24f-2 under the
Investment Company Act of 1940 to be filed on behalf of the Trust with the
Securities and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
Dechert Price & Rhoads
