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            Stradley Ronon Stevens & Young, LLP

            2005 Market Street, Suite 2600

            Philadelphia, PA  19103

            Telephone  215.564.8000

            Fax  215.564.8120

            www.stradley.com

    Kenneth L Greenberg

    Partner

    kgreenberg@stradley.com

    215.564.8149

    August 13, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, D.C.  20549-9303

            Attention:

            Christina DiAngelo Fettig

            Marc Cowan, Esq.

            Re:

            Templeton Developing Markets Trust

            File No. 333-280852

    Dear Ms. DiAngelo Fettig and Mr. Cowan,

    This letter responds to the accounting comments provided by Ms. DiAngelo Fettig on August 5, 2024, and Mr. Cowan on August 8, 2024, to Kenneth
      L. Greenberg, Esq, counsel to Templeton Developing Markets Trust (the “Registrant” or “Developing Markets Trust”), regarding the registration statement on Form N-14 (the “Registration Statement”) relating to the proposed Reorganization of the
      Templeton China World Fund (“China World Fund”) into the Templeton Developing Markets Trust. The Registration Statement was filed via the EDGAR system on July 17, 2024.  We have summarized each of your comments below, in the order you provided them,
      and have set forth the Registrant’s response immediately below each comment.  Defined terms not herein defined shall have the meaning set forth in the Registration Statement.

    Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California

    A Pennsylvania Limited Liability Partnership

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 2

            Accounting Comments on the Registration Statement:

            Prospectus/Proxy Statement Comments

            1.

            Text:  The first sentence of the second to last paragraph on page 3 of the Summary section states:

            In particular, the Plan provides that (1) substantially all of

                the assets of the China World Fund will be acquired by the Developing Markets Trust in exchange for Developing Markets Trust Shares and (2) the Developing Markets Trust Shares received by the China World Fund in the exchange will
              then be distributed to shareholders of the corresponding class of shares of the China World Fund. [emphasis added]

            Comment:  The sentence states that “substantially all” of the assets of the China World Fund will be acquired by the Developing Markets Trust.
              Explain the use of the phrase “substantially all of the assets.”

            Response:  The reference to “substantially all” aligns with the definition of a “merger”
              under Rule 17a-8 under the Investment Company Act of 1940, as amended, upon which the Registrant is relying to effect the Reorganization.  The reference to “substantially all” also is consistent with the requirements for a tax-free Reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. The Registrant believes that this disclosure is appropriate because it
                provides additional flexibility under circumstances where certain assets cannot be transferred in connection with a merger.  Accordingly, the Registrant will retain the phrase “substantially all”.  For the Staff’s information, the
                Registrant notes that it currently anticipates that all assets of the China World Fund will be transferred to the Developing Markets Trust in connection with the Reorganization.

            2.

            Text:  The first sentence of the section titled “Potential Cost Savings” and the Annual Fund Operating
              Expenses chart on page 5 and the paragraph below the Annual Fund Operating Expenses chart on page 6 states:

            Potential Cost Savings.  As shown in the
                table below, the total annual operating expenses of the Developing Markets Trust are less than those of the corresponding share class of the
                China World Fund.  The following table compares the annualized net expense ratio, after any applicable management fee reductions, for each class of shares of the Developing Markets Trust that will be received by shareholders of the China
                World Fund in connection with the Transaction with those of the corresponding class of shares of the Developing Markets Trust. [emphasis added]

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 3

    ANNUAL FUND OPERATING EXPENSES1

            Share Class

            China World Fund

            Developing Markets Trust

            Class A

            1.85%

            1.39%

            Class C

            2.60%

            2.14%

            Class R6

            1.41%

            1.11%

            Advisor Class

            1.60%

            1.14%

            1.  Expense ratios reflect annual fund operating expenses for the period ended April 30, 2024 (annualized).

            As of April 30, 2024, the Developing Markets Trust had a significantly larger asset base (approximately $ 1.13
              billion) than the China World Fund (approximately $62.97 million).  The Transaction is not projected to have a material impact on the expense ratio of the Developing Markets Trust, but former shareholders of the China World Fund are expected
              to experience lower annualized fund operating expenses for all share classes.

            Comments:

            a)

            The reference to “total annual operating expenses” in the first sentence should be changed to “net annual operating expenses.”

            b)

            Consider comparing gross expenses wherever there is a comparison of net expenses.

            c)

            The final clause in the paragraph below the “Annual Fund Operating Expenses” chart states that “former shareholders of the China World Fund are expected
              to experience lower annualized fund operating expenses for all share classes.” State whether the “annualized fund operating expenses” referenced in this sentence are gross or net. Also, consider making a comparison of both gross and net
              expenses.

            Responses:

            a)

            The text has been changed to reference both gross and net annual operating expenses in light of comment b below.

            b)

            Registrant has updated the Annual Fund Operating Expenses Chart in the Summary section with gross expense information.

            c)

            The Registrant has revised the sentence to read “gross and net fund operating expenses.”

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 4

            3.

            Text:  The section titled “Management Fee Structure” at the bottom of page 6 states:

            Management Fee Structure.  Both Funds are subject to an asset-based
              management fee structure with different fee breakpoints.  The investment management fee ratio currently paid by the Developing Markets Trust is lower than the fee paid by the China World Fund.  For more information, see the section below
              titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS – What are the Funds’ investment management fees?”

            Comment:  Consider also including a discussion that compares the management fee breakpoints.

            Response:  Revised as requested.

            4.

            Text:  Last sentence in the second paragraph of the section titled “Repositioning of the China World Fund’s
                Portfolio Assets” at the bottom of page 7 states:

            Management believes that these portfolio transaction costs will be immaterial in amount (i.e., less than 0.01% (1 basis point) of annual fund operating expenses).

            Comments:

            a)

            Provide a dollar amount estimate of the portfolio transaction costs.

            b)

            Confirm the basis points figure provided is based on the China World Fund’s expenses.

            Responses:

            a)

            Revised as requested.

            b)

            Registrant has replaced the sentence in question with other existing disclosure that quantified the estimated portfolio transaction costs in basis points.

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 5

            5.

            Text:  Annual Operating Expense Table for Class A, Class C, Class R6 and Advisor Class Shares of the Funds and
                Projected Expenses After the Transaction on pages 17-18.

            Comment:  Confirm the fees presented in the table are “current” in accordance with Item 3(a) of Form N-14.

            Response:  Registrant had updated the annual operating expense figures to reflect an as of date of July 31,
              2024.

            6.

            Text:  Footnote 2 under the table titled “Annual Operating Expense Table for Class A, Class C, Class R6 and
                Advisor Class Shares of the Funds and Projected Expenses After the Transaction” at the bottom of page 18 states:

            Management fees have been restated to reflect the reduced management fee approved by the China World Fund’s Board effective on May 1,
              2023.

            Comment:  Confirm whether this footnote is still applicable given the dates provided in the fee table.

            Response:  The footnote has been deleted.

            7.

            Text:  Second to last sentence of footnote 4 on page 19 under the table titled “Annual Operating Expense Table
                for Class A, Class C, Class R6 and Advisor Class Shares of the Funds and Projected Expenses After the Transaction” states:

            These arrangements are expected to continue until December 31, 2024 for the China World Fund and for the Developing
              Markets Trust until April 30, 2025.

            Comment:  Under Instruction 3e to Item 3 of Form N-1A, expense reimbursement or fee waiver arrangements may be shown in the expense table if the reimbursement or waiver
              is for no less than one year from the effective date of the fund’s registration statement.  Accordingly, the April 30, 2025 date for the Developing Markets Trust’s waiver needs to be extended to a year from the effective date of the N-14.

            Response:  The expense reimbursement/fee waivers of each Fund have been extended to September 1, 2025.

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 6

            8.

            Text:  The second to last sentence under the section titled “Example” and immediately before the expense
              examples on age 19 states:

            The example reflects adjustments made to the China World Fund’s operating expenses due to the fee waivers and/or expense reimbursements for the 1 Year
              numbers only.

            Comment:  Add a reference the Developing Markets Trust because both Funds have a waiver.

            Response:  Revised as requested.

            9.

            Text:  Expense Examples for Class C Shares on pages 19 and 20.

              1 Year

              3 Years

              5 Years

              10 Years

              China World Fund - Class C

              $363

              $818

              $1,399

              $2,794

              Developing Markets Trust - Class C

              $317

              $697

              $1,204

              $2,408

              Pro Forma Developing Markets Trust - Class C (assuming the Transaction is completed)

              $317

              $699

              $1,208

              $2,417

              If you do not sell your shares:

              1 Year

              3 Years

              5 Years

              10 Years

              China World Fund – Class C

              $263

              $818

              $1,399

              $2,794

              Developing Markets Trust – Class C

              $217

              $697

              $1,204

              $2,408

              Pro Forma Developing Markets Trust – Class C (assuming the Transaction is completed)

              $217

              $699

              $1,208

              $2,417

            Comment:  Please confirm all numbers in the Class C expense examples.  Do they reflect conversion to Class A shares after 8
              years.  If so, disclose that Class C shares covert into Class A shares if held for 8 years.

            Response:  Registrant confirms all updated numbers in the Class C expense examples. Registrant
                confirms that Class C converts into Class A shares after 8 years and has added disclosure to reflect that fact.

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 7

            10.

            Text:  First sentence in the section titled “Where can I find more financial and performance information about
                the Funds?” at the bottom of page 24 states:

            The Developing Markets Trust Prospectus (enclosed), the China World Fund Prospectus, the Developing Markets Trust’s
              Annual Report to Shareholders for the fiscal year ended December 31, 2023, and the China World Fund’s Annual Report for the fiscal year ended August 31, 2023, and Semi-Annual Report to Shareholders for the fiscal period ended February 31, 2024, contain additional financial and performance information about the Funds, including each Fund’s financial performance for the past five years, under the heading “Financial Highlights.”
              [emphasis added]

            Comment:  Please revise February 31, 2024, to February 29, 2024.

            Response:  Revised as requested.

            11.

            Text:  The last sentence of the paragraph titled “Portfolio Overlap and Repositioning” on page 28 states:

            Management believes that these portfolio transaction costs will be immaterial in amount (i.e., the midpoint in the range of such costs are estimated to be approximately 0.049% of the China World Fund’s net assets and 0.0003% of the combined Fund’s net assets).

            Comment:  Disclose the dollar amount of the portfolio repositioning costs.

            Response:  Revised as requested.

            12.

            Text:  The section titled “Who will pay the expenses of the Transaction?” at the bottom of page 30 states:

            Each Fund will pay 25% of the total cost of the Transaction and TAML will pay 50% of the total cost.  Each of the
              China World Fund and the Developing Markets Trust would bear a portion of the cost of the reorganization, which is estimated to be approximately $44,000-$59,000 for each Fund (0.06%-0.09% and 0.004%- 0.005% of the net assets of the China
              World Fund and the Developing Markets Trust, respectively).

    Ms. Christina DiAngelo Fettig

    Mr. Marc Cowan

    U.S. Securities and Exchange Commission

    August 13, 2024

    Page 8

            Comment:  Add disclosure from the section titled “Costs of the Transaction” on page 7 where it indicates that the
              reorganization expenses will be allocated in the foregoing manner whether or not the Transaction is consummated.

            Response:  Revised as requested.

            13.

            Text:  The last sentence of the paragraph immediately following the Portfolio Composition chart, on page 38 states:

            It should be noted that some portfolio reali