FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
497, 1998-12-31
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                            SHARE CLASS REDESIGNATION

                            EFFECTIVE JANUARY 1, 1999
                           Class A - Formerly Class I
                           Class C - Formerly Class II

                        SUPPLEMENT DATED JANUARY 1, 1999
                              TO THE PROSPECTUS OF
                    FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
                             DATED DECEMBER 1, 1998

The prospectus is amended as follows:

I.    As of January 1, 1999, Class I shares are designated Class A and Class
      II shares are designated Class C. All references in the prospectus to
      Class I shares are replaced with Class A, and all references to Class
      II shares are replaced with Class C.

II.   Under "How Do I Buy Shares?",

      (a) the second waiver category in the section "Sales Charge Waivers,"
      found under "Sales Charge Reductions and Waivers," is replaced with the
      following:

      2. Redemption proceeds from the sale of shares of any Franklin
         Templeton Fund. The proceeds must be reinvested in the same class
         of shares, except proceeds from the sale of Class B shares will be
         reinvested in Class A shares.

         If you paid a Contingent Deferred Sales Charge when  you sold your
         Class A or C shares, we will credit your account with the amount of
         the Contingent Deferred Sales Charge paid but a new Contingent
         Deferred Sales Charge will apply. For Class B shares reinvested in
         Class A, a new Contingent Deferred Sales Charge will not apply,
         although your account will not be credited with the amount of any
         Contingent Deferred Sales Charge paid when you sold your Class B
         shares.

         Proceeds immediately placed in a Franklin Bank CD also may be
         reinvested without a front-end sales charge if you reinvest them
         within 365 days from the date the CD matures, including any
         rollover.

         This waiver does not apply to shares you buy and sell under our
         exchange program. Shares purchased with proceeds from a money fund
         may be subject to a sales charge.

      (b) and the section "How Do I Buy Shares in Connection with Retirement
      Plans?" is replaced with the following:

      HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

      Your individual or employer-sponsored retirement plan may invest in the
      funds. Plan documents are required for all retirement plans. Trust
      Company can provide the plan documents for you and serve as custodian
      or trustee.

      Trust Company can provide you with brochures containing important
      information about its plans. These plans require separate applications
      and their policies and procedures may be different than those described
      in this prospectus. For more information, including a free retirement
      plan brochure or application, please call Retirement Plan Services.

      Please consult your legal, tax or retirement plan specialist before
      choosing a retirement plan. Your investment representative or advisor
      can help you make investment decisions within your plan.

III.  The third item in the section "Exchange Restrictions," found under
      "May I Exchange Shares for Shares of Another Fund?", is replaced with
      the following:

       o Generally exchanges may only be made between identically registered
         accounts, unless you send written instructions with a signature
         guarantee. You may, however, exchange shares from a fund account
         requiring two or more signatures into an identically registered
         money fund account requiring only one signature for all
         transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT WANT THIS
         OPTION TO BE AVAILABLE ON YOUR ACCOUNT. Additional procedures may
         apply. Please see "Transaction Procedures and Special Requirements."

IV.    In the "By Phone" section of the chart under "How Do I Sell Shares?",

      (a) the first bulleted item is replaced with the following:

       o If the request is $100,000 or less. Institutional accounts may
         exceed $100,000 by completing a separate agreement. Call
         Institutional Services to receive a copy.

      (b) and the third bulleted item is deleted.

V.    Under "Transaction Procedures and Special Requirements,"

      (a) the section "Joint Accounts" is replaced with the following:

      JOINT ACCOUNTS. For accounts with more than one registered owner, the
      funds accept written instructions signed by only one owner for
      transactions and account changes that could otherwise be made by phone.
      For all other transactions and changes, all registered owners must sign
      the instructions.

      Please keep in mind that if you have previously told us that you do not
      want telephone exchange or redemption privileges on your account, then
      we can only accept written instructions to exchange or redeem shares if
      they are signed by all registered owners on the account.

      (b) the reference to $50,000 in the section "Signature Guarantees" is
      replaced with $100,000.

      (c) and the section "Trust Company Retirement Plan Accounts," found
      under "Telephone Transactions," is deleted.

VI.   In the section "Services to Help You Manage Your Account - TeleFACTS(R),"
      the third bulleted item is replaced with the following:

       o    exchange shares (within the same class) between identically
            registered Franklin Templeton Class A, B or C accounts; and

VII.  In the "Useful Terms and Definitions" section, the definition of "Class
      I and Class II" is replaced with the following:

      CLASS A, CLASS B AND CLASS C - Each fund offers two classes of shares,
      designated "Class A" and "Class C." The two classes have proportionate
      interests in the fund's portfolio. They differ, however, primarily in
      their sales charge structures and Rule 12b-1 plans. Certain funds in
      the Franklin Templeton Funds also offer a share class designated "Class
      B."

              Please keep this supplement for future reference.



                            SHARE CLASS REDESIGNATION
                            EFFECTIVE JANUARY 1, 1999
                           Class A - Formerly Class I
                           Class C - Formerly Class II

                        SUPPLEMENT DATED JANUARY 1, 1999
                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                    FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
                             DATED DECEMBER 1, 1998

The Statement of Additional Information is amended as follows:

I.     As of January 1, 1999, Class I shares are designated Class A and Class
      II shares are designated Class C. All references in the Statement of
      Additional Information to Class I shares are replaced with Class A, and
      all references to Class II shares are replaced with Class C.

II.   The first sentence in the section "Additional Information on Exchanging
      Shares," found under "How Do I Buy, Sell and Exchange Shares?", is
      replaced with the following:

      If you request the exchange of the total value of your account,
      declared but unpaid income dividends and capital gain distributions
      will be reinvested in the fund and exchanged into the new fund at Net
      Asset Value when paid.

              Please keep this supplement for future reference.




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