March 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
ATTN: Francis E. Dalton
RE: Templeton Developing Markets Trust
File No. 33-42163
Dear Sir:
Pursuant to Rule 477 under the Securities Act of 1933, Templeton Developing
Markets Trust (the "Trust") hereby withdraws Post Effective Amendment No. 4 to
the Trust's Registration Statement on Form N-1A, which was filed electronically
on March 2, 1995, to become effective pursuant to Rule 485(b) on April 1, 1995.
This withdrawal is necessary because the Fund will be unable to effect the
changes described in the Post-Effective Amendment by April 1, 1995.
Please direct any questions regarding this matter to William Kotapish of Dechert
Price & Rhoads at (202) 626-3409.
Sincerely,
/s/ JOHN K. CARTER
John K. Carter
Associate Counsel
cc: William Kotapish
