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: 12/31/96
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 ]
<PAGE>
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:
93,726,282 shs
$1,365,485,030
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
93,726,282 shs
$1,365,485,030
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):
6,344,755 shs
$93,799,476
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $1,365,485,030
---------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 93,799,476
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 566,001,396
--------------
(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): 893,283,110
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see instruction C.6): x 1/3300
--------------
(vii) Fee due (line (i) or line (v) multiplied by line
(vi)): $ 270,691.85
--------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM IS 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 25, 1997
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 25, 1997
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 21, 1997
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, 1996, 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)(the "Registration
Statement"). We also have examined such other Trust records, agreements,
documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
100,071,037 Shares the registration of which is being made definite by the
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940
("Notice") being filed by the Trust for its fiscal year ended December 31, 1996,
assuming such Shares were sold at the public offering price and delivered by the
Trust against receipt of the net asset value of the Shares in compliance with
the terms of the Registration Statement and the requirements of applicable law,
that such Shares were, when sold, duly and validly authorized, legally and
validly issued, and fully paid, and 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, 1996 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
