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.
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1. Name and address of issuer: Franklin Templeton Japan Fund
700 Central Avenue
St. Petersburg, Florida 33701
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2. Name of each series or class of funds for which this notice is filed:
Franklin Templeton Japan Fund
Franklin Templeton Japan Fund - Advisor Class
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3. Investment Company Act File Number: 811-6664
Securities Act File Number: 33-47666
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4. Last day of fiscal year for which this notice is filed: 3/31/97
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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
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): N/A
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7. Number and amount of securities of the same class of 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
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<PAGE>
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: N/A
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,128,884 shs
$9,933,148
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,128,884 shs
$9,933,148
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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):
10,075 shs
$104,173
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12. Calculation of registration fee:
Aggregate sale price of securities sold during the fiscal year in
(i) reliance on rule 24f-2 (from Item 10): $9,933,148
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 104,173
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): -7,048,168
(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): 2,989,153
(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)): $ 905.80
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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.
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<PAGE>
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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: May 22, 1997
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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
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James R. Baio
Treasurer
Date: May 22, 1997
PLEASE PRINT THE NAME AND TITLE OF THE SIGNING OFFICER BELOW THE SIGNATURE.
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DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, DC 20005-1208
Telephone: (202) 626-3300
FAX: (202) 626-3334
May 22, 1997
Franklin Templeton Japan Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sir or Madam:
As counsel for Franklin Templeton Japan Fund (the "Fund") during the fiscal year
ended March 31, 1997, 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) (the "Registration Statement"). We
have also examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the 1,138,959 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
Fund for its fiscal year ended March 31, 1997, assuming such Shares were sold at
the public offering price and delivered by the Fund 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, fully paid, and
non-assessable by the Fund.
We consent to the filing of this opinion in connection with the Notice on Form
24F-2 to be filed by the Fund with the Securities and Exchange Commission for
the Fund's fiscal year ended March 31, 1997.
Very truly yours,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
