AMENDMENT,  dated May 10,1996 to the agreement  ("Agreement") dated October
16, 1991,  between  Templeton  Developing  Markets  Trust  ("Fund"),  having its
principal place of business at 700 Central Ave., St.  Petersburg,  FL 33701, and
The Chase Manhattan Bank, N.A. ("Chase"), having its principal place of business
at 1 Chase Manhattan Plaza, New York, N.Y. 10081

     It is hereby agreed as follows:

     Section 1. Unless otherwise  provided  herein,  all terms and conditions of
the  Agreement  are  expressly  incorporated  herein by reference  and except as
modified hereby,  the Agreement is confirmed in all respects.  Capitalized terms
used herein without  definition shall have the meanings  ascribed to them in the
Agreement.

     Section 2.  Section 3 of the  Agreement  is amended as follows by adding in
appropriate alphabetic sequence the following:

          (a) "CM BI" shall mean Chase Manhattan Bank International, an indirect
wholly-owned subsidiary of Chase, located in Moscow, Russia.

          (b)  "Direct  Loss" shall mean a loss  determined  based on the market
value of the  Russian  Security  that is the  subject of the loss at the date of
discovery  of such loss and  without  reference  to any  consequential  damages,
special conditions or circumstances.

          *(c) "International  Financial Institution" shall mean any bank in the
top 1,000  (together  with their  affiliated  companies) as measured by "Tier 1"
capital or any broker/dealer in the top 100 as measured by capital.

          (d)  "Negligence"  shall mean the failure to exercise  reasonable care
under the  applicable  circumstances  as  measured  by the  custodial  practices
prevailing  in  Russia  of  International   Financial   Institutions  acting  as
custodians for their institutional investor clients in Russia.

          (e) "No-Action Letter" shall mean the response of the Securities and
Exchange  Commission's Office of Chief Counsel of Investment  Management,  dated
April  18,1995,  in respect of the  Templeton  Russia Fund,  Inc.  (SEC Ref. No.
95-151-CC,  File No.811-8758) providing "no-action" relief under ss.17(f) of The
Investment  Company Act of 1940, as amended,  and SEC Rule 17f-5 thereunder,  in
connection  with custody of such  Templeton  Russia Fund Inc.'s  investments  in
Russian Securities.

          (f) "Registrar Company" shall mean any entity providing  share
registration services to an issuer of Russian Securities.

          (g) "Registrar Contract" shall mean a contract between CMBI and a
Registrar Company (and as the same may be amended from time to time) containing,
INTER ALIA the contractual  provisions  described at paragraphs  (a)-(e) on pps.
5-6 of the No-Action Letter.

          (h) "Russian Security" shall mean a Security issued by a Russian
issuer.





          (i)  "Share   Extract"  shall  mean:  (i)  an  extract  of  its  share
registration  books  issued by a  Registrar  Company  indicating  an  investor's
ownership of a security;  and (ii) a form  prepared by Chase Moscow or its agent
in those cases where a Registrar Company is unwilling to issue a Share Extract.

     Section  3(a).  Section  10 of the  Agreement  is  amended  by adding a new
subsection (d) on p.14 as follows:  "Payment for Russian Securities shall not be
made  prior to the  issuance  by the  Registrar  Company  of the  Share  Extract
relating to such Russian Security."

     Section  3(b).  Section  10 of the  Agreement  is  amended  by adding a new
subsection  (e) on p.15  as  follows:  "Delivery  of  Securities  may be made in
accordance  with the customary or established  securities  trading or securities
processing  practices and procedures in Russia.  Delivery of Securities may also
be made in any manner  specifically  required by Instructions  acceptable to the
Bank."

     Section 3(c).  Section 10 of the  Agreement is further  amended by adding a
new subsection  (g) on p.17 as follows:  "It is understood and agreed that Chase
need only use its  reasonable  efforts  with  respect  to  performing  functions
(a)-(f) immediately above with respect to Russian Securities."

     Section  4(a).  Section  14(a) of the Agreement is amended by inserting the
following at the end of the first  sentence as follows:";  provided  that,  with
respect  to  Russian  Securities,  Chase's  responsibility  shall be  limited to
safekeeping of relevant Share Extracts."

     Section  4(b). Section 14(a) of the Agreement is further amended by
Inserting the following after the first sentence thereof: "Delegation by Chase
to CMBI shall not relieve Chase of any  responsibility to Fund for any loss due
to such delegation, and Chase shall be liable for any loss or claim arising out
of or in connection with the performance by CMBI of such delegated duties to the
same extent as if Chase had itself provided the custody services hereunder. In
connection with the foregoing, neither Chase nor CMBI shall assume
responsibility for, and neither shall be liable for, any action or inaction of
any Registrar Company and no Registrar Company shall be, or shall be deemed to
be, Chase, CMBI, a Chase Branch, a Domestic  Securities  Depository,  a Foreign
Bank, a Foreign Securities Depository or the employee, agent or personnel of any
of the foregoing. Anything to the contrary contained in the Agreement
notwithstanding, with respect to custodial services for Russian Securities,
neither Chase nor CMBI shall be liable to Fund except for Direct Losses to the
extent caused by their respective Negligence or willful misconduct. To the
extent that CMBI employs agents to perform any of the functions to be performed
by Chase or CMBI with respect to Russian Securities, neither Chase nor CMBI
shall be responsible for any act, omission, default or for the solvency of any
such agent unless the appointment of such agent was made with Negligence or in
bad faith, except that where Chase or CMBI uses: (i) an affiliated  nominee or
(ii) an agent to perform the share registration or share confirmation functions
described  at  (a)-(e) on pps. 5-6 of the  No-Action  Letter and to the extent
applicable to CM BI, the share registration  functions  described on pps. 2-3 of
the  No-Action  Letter, Chase and CMBI  shall be liable to Fund as if CMBI was
responsible for performing such services itself."

     Section 5. Add a new Section 25 to the Agreement as follows:

          "(a) Chase will  advise Fund (and will update such advice from time to
time as changes occur) of those Registrar  Companies with which CMBI has entered
into a Registrar  Contract.  Chase shall  cause CMBI to monitor  each  Registrar
Company and Chase shall promptly  advise Fund when CMBI has actual  knowledge of
the occurrence of any one or more of the events described in paragraphs  (i)-(v)
on pps. 8-9 of the  No-Action  Letter with  respect to a Registrar  Company that
serves in that capacity for any issuer the shares of which are held by Fund.

          (b) Where Fund is  considering  investing in the Russian  Securities
of an  issuer  as to which  CMBI  does not have a  Registrar  Contract  with the
issuer's Registrar Company, Fund may request that CMBI consider whether it would
be willing to attempt  to enter into such a  Registrar  Contract  and CMBI shall
advise Fund of its  willingness  to do so. Where CMBI has agreed to make such an
attempt,  Chase will  advise  Fund of the  occurrence  of any one or more of the
events  described in paragraphs  (i)-(iv) on pps. 8-9 of the No-Action Letter of
which CMBI has actual knowledge.

          (c) Where Fund is considering  investing in the Russian  Securities of
an issuer as to which CMBI has a Registrar  Contract with the issuer's Registrar
Company,  Fund may advise Chase of its interest in investing in such issuer and,
in such event,  Chase will advise Fund of the  occurrence  of any one or more of
the events  described in paragraphs  (i)-(v) on pps. 8-9 of the No-Action Letter
of which CMBI has actual knowledge."

     Section 6. Add a new Section 26 to the  Agreement  as follows:  "Fund shall
pay for and hold Chase and CMBI harmless  from any  liability or loss  resulting
from the  imposition or assessment of any taxes or other  governmental  charges,
and any  related  expenses  with  respect to income  from or  Securities  in the
Accounts."

     Section  7.  Add a new  Section  27 to  the  Agreement  as  follows:  "Fund
acknowledges  that  CMBI  may not be  able,  in  given  cases  and  despite  its
reasonable  efforts, to obtain a Share Extract from a Registrar Company and CMBI
shall not be liable in any such  event  including  with  respect  to any  losses
resulting from such failure."

     Section 8. Add a new Section 28 to the  Agreement  as follows:  "Subject to
the  cooperation  of a  Registrar  Company,  for at least  the  first  two years
following  CMBI's  first use of a Registrar  Company,  Chase shall cause CMBI to
conduct share  confirmations on at least a quarterly basis,  although thereafter
confirmations  may be  conducted  on a less  frequent  basis if Fund's  Board of
Directors, in consultation with CM BI, determines it to be appropriate."

     Section 9. Add a new Section 29 to the  Agreement as follows:  "Chase shall
cause CMBI to prepare for  distribution to Fund's Board of Directors a quarterly
report  identifying:  (i)  any  concerns  it has  regarding  the  Russian  share
registration  system  that  should  be  brought  to the  attention  of  Board of
Directors;  and (ii) the steps  CMBI has taken  during the  reporting  period to
ensure that Fund's interests continue to be appropriately recorded."

     Section  10~  Add a new  Section  30 to the  Agreement  as  follows:  "Fund
acknowledges  that it has  received,  reviewed and  understands  Chase's  market
report  dated May 1996 for  Russia,  including,  but not  limited  to, the risks
described therein."

     Section 11. Add a new Section 31 to the  Agreement  as follows:  "Except as
provided  in new  ss.ss.25(b)  and (c),  the  services  to be  provided by Chase
hereunder will be provided only in relation to Russian Securities for which CMBI
has entered into a Registrar Contract with the relevant Registrar Company.


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

TEMPLETON DEVELOPING MARKETS TRUST              THE CHASE MANHATTAN BANK, N.A.


/s/THOMAS M. MISTELE                            /s/LENORE VANDEN-HANDEL
----------------------------                  -----------------------------
Name:  Thomas M. Mistele                       Name: Lenore Vanden-Handel
Title:  Secretary                              Title: Vice President
Date:  May 10, 1996                            Date: May 10, 1996