RULE 24F-2 NOTICE FOR TEMPLETON CAPITAL ACCUMULATION PLANS

FILE NO. 33-37442

i. This Notice is filed on behalf of Templeton Capital Accumulation Plans (the "Plans"), a unit investment trust of which Franklin Templeton Distributors, Inc. is the Sponsor, for the fiscal year ended August 31, 1995.

ii. None.

iii. None.

iv. The Plans sold 1,748,863 Plan shares during the fiscal year.

v. The Plans sold 1,748,863 Plan shares during the fiscal year ended August 31, 1995 in reliance upon its registration of an indefinite amount of Plan shares pursuant to Rule 24f-2 for an actual sales price of $26,758,403. During that period, the Plans redeemed 137,739 shares in an amount of $2,111,239. Because this Notice is filed within 60 days of the end of the Plans' fiscal year, the Plans' filing fee of $8,499.02 is based upon a net sales amount of $24,647,164.*/

An opinion of counsel stating that the shares sold during the fiscal year ended August 31, 1995 were legally issued, fully paid and non-assessable accompanies this Notice.

                                      /s/ THOMAS M. MISTELE
                                      Franklin Templeton Distributors, Inc.
                                         Sponsor of Templeton Capital
                                              Accumulation Plans
                                      Thomas M. Mistele, Vice President

October 24, 1995


*/ $26,758,403 - $2,111,239 = $24,647,164

$24,647,164 x (1/29 x 1%) = $8,499.02


Dechert Price & Rhoads 1500 K Street, N.W.

Washington, D.C. 20005

October 25, 1995

Franklin Templeton Distributors, Inc.
700 Central Avenue
St. Petersburg, Florida 33701-3628

Re: Templeton Capital Accumulation Plans


(File No. 33-37442)

Gentlemen:

Franklin Templeton Distributors, Inc., a California corporation ("FTD"), has filed with the Securities and Exchange Commission under the Investment Company Act of 1940 a Registration Statement, as amended, on Form N-8B-2 (File No. 811-06197) registering Templeton Capital Accumulation Plans as a unit investment trust of which FTD is the Sponsor, FTD has also filed with the Securities and Exchange Commission under the Securities Act of 1933 a Registration Statement on Form S-6 (File No. 33- 37442), covering the registration of Templeton Capital Accumulation Plans.

We have examined the Registration Statement for Templeton Capital Accumulation Plans and have also examined the Custodian Agreement dated June 1, 1993 (the "Custodian Agreement"), between FTD and Templeton Funds Trust Company (the "Custodian") under the terms of which Templeton Capital Accumulation Plans are issued.

Based on the foregoing, it is our opinion that FTD has validly entered into the Custodian Agreement with the Custodian and that the Custodian Agreement is a valid and binding agreement of FTD. It is also our opinion that the Templeton Capital Accumulation Plans, as executed by the Custodian and by FTD, and issued in the manner contemplated by the Custodian Agreement and the Registration Statement during the fiscal year ended August 31, 1995 constituted legal, valid and binding agreements between FTD and each purchaser of such Plans.


Franklin Templeton Distributors, Inc.
October 25, 1995

Page 2

We hereby 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 year ended August 31, 1995 to be filed on behalf of Templeton Capital Accumulation Plans with the Securities and Exchange Commission.

Sincerely,

/s/DECHERT PRICE RHOADS

Dechert Price & Rhoads