May 24, 1995
Franklin Templeton Japan Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Franklin Templeton Japan Fund (the
"Fund") during the fiscal period ended March 31, 1995, we are
familiar with the registration of the Fund under the Investment
Company Act of 1940 (File No. 811-6664) and with the registration
statement relating to its shares of beneficial interest (the
"Shares") under the Securities Act of 1933 (File No. 33-47666).
We have also examined such other corporate records, agreements,
documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the
132,082 Shares sold at the public offering price and delivered by
the Fund against receipt of the net asset value of the Shares
during the fiscal period ended March 31, 1995 were duly and
validly authorized, legally and validly issued, fully paid, and
non-assessable.
We consent to the filing of this opinion in connection
with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940 for the fiscal period ended March 31, 1995 to
be filed on behalf of the Fund with the Securities and Exchange
Commission.
Very truly yours,
/s/ Dechert Price & Rhoads
<PAGE>
RULE 24f-2 NOTICE FOR FRANKLIN TEMPLETON JAPAN FUND
FILE NO. 33-47666
I. This Notice is filed on behalf of Franklin Templeton
Japan Fund (the "Fund") for the fiscal period ended
March 31, 1995.
II. None.
III. None.
IV. The Fund sold 132,082 shares of beneficial interest
during the fiscal period ended March 31, 1995.
V. The Fund sold 132,082 shares during the fiscal period
ended March 31, 1995 in reliance upon its registration
of an indefinite amount of shares pursuant to Rule 24f-
2 for an actual sales price of $1,297,159. During that
period, the Fund redeemed 37,012 shares in an amount of
$362,399. Because this Notice is filed within two
months of the end of the Fund's fiscal year, the Fund's
filing fee of $322.33 is based upon a net sales amount
of $934,760.*
An opinion of counsel stating that the shares sold during
the fiscal period ended March 31, 1995 were legally issued, fully
paid and non-assessable accompanies this Notice.
/s/ James R. Baio
____________________________
Franklin Templeton Japan Fund
James R. Baio, Treasurer
May 18, 1995
________________________
* $934,760 x 0.00034483 = $322.33
