TEMPLETON DEVELOPING MARKETS TRUST
24F-2NT, 1996-02-28
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

                    READ INSTRUCTIONS AT END OF FORM BEFORE
                                PREPARING FORM.
                             PLEASE PRINT OR TYPE.

1. Name and address of issuer: Templeton Developing Markets Trust
                              700 Central Avenue
                              St. Petersburg, Florida 33701

2. Name of each series or class of funds for which this notice is filed:

                  Templeton Developing Markets Trust - Class I
                 Templeton Developing Markets Trust - Class II

3. Investment Company Act File Number: 811- 6378



Securities Act File Number: 33-42163


4. Last day of fiscal year for which this notice is filed: 12/31/95


5. Check box if this notice is being filed more than 180 days after the close 
of the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration: N/A

[ ]

6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): N/A


7. Number and amount of securities of the same class or series which had been 
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 
in a prior fiscal year, but which remained unsold at the beginning of the 
fiscal year: N/A



8. Number and amount of securities registered during the fiscal year other than
 pursuant to rule 24f-2: N/A


9. Number and aggregate sale price of securities sold during the fiscal year:

                                 51,892,352 shs
                                  $693,193,422

10. Number and aggregate sale price of securities sold during the fiscal year
 in reliance upon registration pursuant to rule 24f-2:

                                 51,892,352 shs
                                  $693,193,422

11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see instruction
B.7):

                                 4,778,060 shs
                                  $60,656,199

12. Calculation of registration fee:


Aggregate sale price of securities sold during the fiscal year in $ 693,193,422
- -------------
(i) reliance on rule 24f-2 (from Item 10):

(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):        +$ 60,656,199


(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):                                      - 506,614,790


(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):                                    +           0

(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line (iv)) (if applicable):        247,234,831

(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see 
instruction C.6):                                                 x      1/2900

(vii) Fee due (line (i) or line (v) multiplied by line (vi)):     $   85,253.39
                                                                 ---------------

ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF THE FORM IS
INSTRUCTION: BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE ISSUER'S FISCAL
YEAR. See instruction C.3.



<PAGE>


13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other 
Procedures (17 CFR 202.3a).

                                                                      [X]

Date of mailing or wire transfer of filing fees to the Commission's lockbox 
depository: February 27, 1996

SIGNATURES

This report has been signed below by the following persons on behalf of the 
issuer and in the capacities and on the dates indicated.

                                 By (Signature and Title) /s/JAMES R. BAIO
                                                          James R. Baio
                                                          Treasurer

Date:February 27, 1996

PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.







                         Dechert Price & Rhoads 1500 K
                                  Street, N.W.
                          Washington, D.C. 20005-1208
                           Telephone: (202) 626-3300
                              Fax: (202) 626-3334

                                                  February 23, 1996



Templeton Developing Markets Trust
700 Central Avenue
St. Petersburg, Florida  33701

Dear Sir or Madam:

         As counsel for Templeton  Developing Markets Trust (the "Trust") during
the fiscal year ended  December 31, 1995, 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 are non-assessable by
the Trust.

         We consent to the filing of this opinion in connection  with the Notice
for the fiscal year ended  December  31,  1995  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






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