TEMPLETON CHINA WORLD FUND

                      Form of Preamble to Distribution Plan

         The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"),
by TEMPLETON CHINA WORLD FUND ("Trust") for the use of the Class A shares of its
series named TEMPLETON CHINA WORLD FUND (the "Fund"), which Plan shall take
effect on the date the shares of the Fund are first offered (the "Effective Date
of the Plan"). The Plan has been approved by a majority of the Board of Trustees
of the Trust (the "Board"), including a majority of the trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan (the "non-interested trustees"), cast in
person at a meeting called for the purpose of voting on such Plan.

         In reviewing the Plan, the Board considered the schedule and nature of
payments and terms of the Investment Management Agreement between the Trust on
behalf of the Fund and Templeton Asset Management Ltd. ("TAML") and the terms of
the Distribution Agreement between the Trust on behalf of the Fund and
Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded that
the compensation of TAML under the Investment Management Agreement was fair and
not excessive; however, the Board also recognized that uncertainty may exist
from time to time with respect to whether payments to be made by the Fund to
TAML, Distributors, or others or by TAML or Distributors to others may be deemed
to constitute distribution expenses. Accordingly, the Board determined that the
Plan should provide for such payments and that adoption of the Plan would be
prudent and in the best interests of the Fund and its shareholders. Such
approval included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Fund and its shareholders.






                                DISTRIBUTION PLAN

1. The Fund shall pay to Distributors or others for expenses incurred by
Distributors or others in the promotion and distribution of the shares of the
Fund, as well as for shareholder services provided for existing shareholders of
the Fund. Distribution expenses may include, but are not limited to, the
expenses of the printing of prospectuses and reports used for sales purposes,
preparing and distributing sales literature and related expenses,
advertisements, and other distribution-related expenses, including a prorated
portion of Distributors' overhead expenses attributable to the distribution of
Fund shares; or for certain promotional distribution charges paid to
broker-dealer firms or others, or for participation in certain distribution
channels. Shareholder service expenses may include, but are not limited to, the
expenses of assisting in establishing and maintaining customer accounts and
records, assisting with purchase and redemption requests, arranging for bank
wires, monitoring dividend payments from the Fund on behalf of customers,
forwarding certain shareholder communications from the Fund to customers,
receiving and answering correspondence, and aiding in maintaining the investment
of their respective customers in the Fund. These expenses may also include any
distribution or service fees paid to securities dealers or their firms or
others. Agreements for the payment of distribution and service fees to
securities dealers or their firms or others shall be in a form which has been
approved from time to time by the Board, including the non-interested trustees.

2. The maximum amount which shall be paid by the Fund to Distributors or
others pursuant to Paragraph 1 herein shall be 0.35% per annum of the average
daily net assets of the Fund. Said payment shall be made quarterly by the Fund
to Distributors or others.

3.  In addition to the payments which the Fund shall make pursuant to
paragraphs 1 and 2 hereof, to the extent that the Fund, TAML, Distributors or
other parties on behalf of the Fund, TAML or Distributors make payments that are
deemed to be payments by the Fund for the financing of any activity primarily
intended to result in the sale of shares issued by the Fund within the context
of Rule 12b-1 under the Act, then such payments shall be deemed to have been
made pursuant to the Plan.

         In no event shall the aggregate asset-based sales charges which include
payments specified in paragraphs 1 and 2, plus any other payments deemed to be
made pursuant to the Plan under this paragraph, exceed the amount permitted to
be paid pursuant to the Rule 2830(d) of the Conduct Rules of the National
Association of Securities Dealers, Inc.

4.  Distributors shall furnish to the Board, for its review, on a
quarterly basis, a written report of the monies paid to it and to others under
the Plan, and shall furnish the Board with such other information as the Board
may reasonably request in connection with the payments made under the Plan in
order to enable the Board to make an informed determination of whether the Plan
should be continued.

5. The Plan shall continue in effect for a period of more than one year
only so long as such continuance is specifically approved at least annually by a
vote of the Board, including the non-interested trustees, cast in person at a
meeting called for the purpose of voting on the Plan.

6.  The Plan, and any agreements entered into pursuant to this Plan, may
be terminated at any time, without penalty, by vote of a majority of the
outstanding voting securities of the Fund or by vote of a majority of the
non-interested trustees, on not more than sixty (60) days' written notice, or by
Distributors on not more than sixty (60) days' written notice, and shall
terminate automatically in the event of any act that constitutes an assignment
of the Investment Management Agreement between the Trust on behalf of the Fund
and TAML.

7.  The Plan, and any agreements entered into pursuant to this Plan, may
not be amended to increase materially the amount to be spent for distribution
pursuant to Paragraph 2 hereof without approval by a majority of the Fund's
outstanding voting securities.

8.  All material amendments to the Plan, or any agreements entered into
pursuant to this Plan, shall be approved by a vote of the non-interested
trustees cast in person at a meeting called for the purpose of voting on any
such amendment.

9.  So long as the Plan is in effect, the selection and nomination of the
Trust's non-interested trustees shall be committed to the discretion of such
non-interested trustees.

This Plan and the terms and provisions thereof are hereby accepted and agreed to
by the Trust and Distributors as evidenced by their execution hereof.

Templeton China World Fund on behalf of the
Templeton China World Fund


By  __________________________________
Name:
Title: Vice President

FRANKLIN TEMPLETON DISTRIBUTORS, INC.


By:____________________________________
Name:
Title: Vice President

Dated: ____________________  ___, 200____