FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
497, 1999-04-01
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o   FAS *SA1

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                          SHARE CLASS REDESIGNATION
                          EFFECTIVE JANUARY 1, 1999

                          Class A - Formerly Class I
                          Class C - Formerly Class II
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                         SUPPLEMENT DATED APRIL 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.


III. The following is added to the section  "Additional  Information  on Selling
     Shares," found under "How Do I Buy, Sell and Exchange Shares?":

     The  contingent   deferred  sales  charge  will  generally  be  waived  for
     redemptions of Class A shares by investors who purchased $1 million or more
     without an initial sales charge if the  Securities  Dealer of record waived
     its commission in connection with the purchase.



                Please keep this supplement for future reference.




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