FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
497, 1998-07-31
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oFAS STK SAI 1
                         SUPPLEMENT DATED AUGUST 3, 1998
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                    FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
                             DATED DECEMBER 1, 1997

The Statement of Additional Information is amended as follows:

I. The section "Investments in Japan," found under "How does the Fund Invest its
Assets? - Investments in Foreign Securities" is deleted.

II.  The first  paragraph  under  "How Do I Buy,  Sell and  Exchange  Shares?  -
Additional  Information  on  Selling  Shares"  is  replaced  with the  following
paragraph:

SYSTEMATIC  WITHDRAWAL  PLAN.  There are no service charges for  establishing or
maintaining a systematic  withdrawal plan.  Payments under the plan will be made
from the redemption of an equivalent amount of shares in your account, generally
on the 25th day of the month in which a payment is scheduled.  If the 25th falls
on a weekend or holiday,  we will process the  redemption  on the next  business
day.

III. The following  replaces the Class I performance  figures in the  applicable
sections under "How does the Fund Measure  Performance?"  The figures below have
been restated to reflect the Fund's current, maximum 5.75% initial sales charge.

TOTAL RETURN

The cumulative total return for Class I for the period from inception  (December
31, 1996)  through July 31, 1997,  was 2.93% for the  Conservative  Target Fund,
6.55% for the Moderate Target Fund and 6.79% for the Growth Target Fund.

YIELD

The yield for Class I for the 30-day  period ended July 31, 1997,  was 4.13% for
the  Conservative  Target Fund, 1.13% for the Moderate Target Fund and 1.83% for
the Growth Target Fund.

IV. The following  replaces the definition of "Offering Price" under the section
"Useful Terms and Definitions":

OFFERING  PRICE - The public  offering price is based on the Net Asset Value per
share of the  class  and  includes  the  front-end  sales  charge.  The  maximum
front-end sales charge is 5.75% for Class I and 1% for Class II.

                                       ******

                 Please keep this supplement for future reference.



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