FRANKLIN ASSET ALLOCATION FUND
497, 1998-07-24
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PROSPECTUS & APPLICATION
FRANKLIN ASSET
ALLOCATION FUND
INVESTMENT STRATEGY
GROWTH & INCOME
MAY 1, 1998 AS AMENDED AUGUST 3, 1998

Please read this prospectus before investing,  and keep it for future reference.
It  contains  important  information,  including  how the fund  invests  and the
services avaiable to shareholders.

To learn more  about the fund and its  policies,  you may  request a copy of the
fund's Statement of Additional  Information ("SAI"), dated May 1, 1998, which we
may  amend  from  time to  time.  We have  filed  the SAI  with the SEC and have
incorporated it by reference into this prospectus.

For a free copy of the SAI or a larger print version of this prospectus, contact
your investment representative or call 1-800/DIAL BEN.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE  FEDERAL  RESERVE  BOARD,  OR ANY  OTHER  AGENCY  OF THE  U.S.
GOVERNMENT.  MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

LIKE ALL MUTUAL  FUND  SHARES,  THE SEC HAS NOT  APPROVED OR  DISAPPROVED  THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

FRANKLIN ASSET ALLOCATION FUND

THIS  PROSPECTUS IS NOT AN OFFERING OF THE  SECURITIES  HEREIN  DESCRIBED IN ANY
STATE, JURISDICTION OR COUNTRY IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.  FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.

FRANKLIN ASSET
ALLOCATION FUND
May 1, 1998
as amended August 3, 1998

When reading this prospectus,  you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.


TABLE OF CONTENTS

ABOUT THE FUND

Expense Summary .......................................................     2
Financial Highlights ..................................................     3
How Does the Fund Invest Its Assets? ..................................     4
What Are the Risks of Investing in the Fund? ..........................     7
Who Manages the Fund? .................................................     9
How Taxation Affects the Fund and Its Shareholders.....................    10
How Is the Trust Organized? ...........................................    14

ABOUT YOUR ACCOUNT
How Do I Buy Shares? ..................................................    14
May I Exchange Shares for Shares of Another Fund? .....................    21
How Do I Sell Shares? .................................................    24
What Distributions Might I Receive From the Fund? .....................    27
Transaction Procedures and Special Requirements .......................    28
Services to Help You Manage Your Account ..............................    32
What If I Have Questions About My Account? ............................    34

GLOSSARY

Useful Terms and Definitions ..........................................    35

777 Mariners Island Blvd.
P.O. Box 7777
San Mateo
CA 94403-7777

1-800/DIAL BEN(R)

ABOUT THE FUND

EXPENSE SUMMARY

This table is  designed to help you  understand  the costs of  investing  in the
fund.  It is based on the fund's  historical  expenses for the fiscal year ended
December 31, 1997. The fund's actual expenses may vary.

A.    SHAREHOLDER TRANSACTION EXPENSES+

     Maximum Sales Charge Imposed on Purchases
     (as a percentage of Offering Price)                    5.75%++
     Deferred Sales Charge                                 None+++
     Exchange Fee (per transaction)                        $5.00*

B.   ANNUAL FUND OPERATING EXPENSES
     (AS A PERCENTAGE OF AVERAGE NET ASSETS)

     Management Fees                                        0.63%
     Rule 12b-1 Fees                                        0.24%**
     Other Expenses                                         0.25%
                                                            -------
     Total Fund Operating Expenses                          1.12%
                                                            =======
C.   EXAMPLE

     Assume  the  fund's  annual  return is 5%,  operating  expenses  are as
     described  above,  and you sell your  shares  after the number of years
     shown. These are the projected expenses for each $1,000 that you invest
     in the fund.

     1 YEAR  3 YEARS  5 YEARS  10 YEARS
     -----------------------------------
      $68***  $91      $116     $186

THIS IS JUST AN  EXAMPLE.  IT DOES NOT  REPRESENT  PAST OR  FUTURE  EXPENSES  OR
RETURNS.  ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.  The
fund pays its operating expenses. The effects of these expenses are reflected in
its Net Asset Value or dividends and are not directly charged to your account.

+If your  transaction is processed  through your Securities  Dealer,  you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more.
+++A Contingent Deferred Sales Charge of 1% may apply to purchases of $1 million
or more if you sell the shares  within one year.  A  Contingent  Deferred  Sales
Charge may also apply to purchases by certain  retirement  plans that qualify to
buy shares  without a  front-end  sales  charge.  See "How Do I Sell  Shares?  -
Contingent  Deferred  Sales  Charge" for details.
*$5.00 fee is only for Market Timers.  We process all other exchanges  without a
fee.
**These fees may not exceed 0.25%.  The  combination of front-end  sales charges
and Rule 12b-1  fees could  cause  long-term  shareholders  to pay more than the
economic  equivalent of the maximum  front-end sales charge  permitted under the
NASD's rules.
***Assumes a Contingent Deferred Sales Charge will not apply.

FINANCIAL HIGHLIGHTS

This table  summarizes the fund's  financial  history.  The information has been
audited by Coopers & Lybrand  L.L.P.,  the fund's  independent  auditors.  Their
audit report  covering each of the most recent five years appears in the Trust's
Annual Report to  Shareholders  for the fiscal year ended December 31, 1997. The
Annual Report to Shareholders  also includes more  information  about the fund's
performance. For a free copy, please call Fund Information.

<TABLE>
<CAPTION>

                             YEAR ENDED DECEMBER 31,
                           1997     1996    1995     1994     1993     1992     1991    1990     1989     1988
- --------------------------------------------------------------------------------------------------------------

<S>                        <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C> 
PER SHARE OPERATING PERFORMANCE
(for a share outstanding
 throughout the year)
Net asset value,
beginning of year         $8.32    $7.25   $6.11    $6.22    $5.40    $4.88    $4.21   $5.19    $5.12    $4.95
                          ------------------------------------------------------------------------------------
Income from investment
 operations:
 Net investment income      .15      .14     .18      .14      .13      .15      .14     .16      .15      .15
 Net realized and
  unrealized gains
  (losses)                 1.10     1.11    1.14     (.11)     .86      .53      .78    (.60)     .60      .71
                          -------------------------------------------------------------------------------------
Total from
investment operations      1.25     1.25    1.32      .03      .99      .68      .92    (.44)     .75      .86
                          =====================================================================================
Less distributions from:

 Net investment income     (.15)    (.15)   (.18)    (.14)    (.17)    (.16)    (.14)   (.16)    (.16)    (.16)

 Net realized gains        (.37)    (.03)     -        -        -        -      (.12)   (.39)    (.52)    (.52)
                          -------------------------------------------------------------------------------------
Total distributions        (.52)    (.18)   (.18)    (.14)    (.17)    (.16)    (.25)   (.55)    (.68)    (.69)
                          -------------------------------------------------------------------------------------
Net asset value,
end of year               $9.05    $8.32   $7.25    $6.11    $6.22    $5.40    $4.88   $4.21    $5.19    $5.12
                          =====================================================================================
TOTAL RETURN*             15.24%   17.41%  21.79%     .46%   18.38%   14.02%   22.06%  (8.81)%  14.72%   17.68%

RATIOS/SUPPLEMENTAL DATA

Net assets,
end of year (in 000's)  $89,630  $56,867  $39,319  $25,631  $22,877 $22,077  $28,189  $32,878  $44,516  $45,010
Ratios to average net
 assets:
 Expenses                 1.12%    1.21%   1.17%    1.27%    1.00%     .92%     .93%      .85%   .81%     .83%
 Net investment income    1.73%    1.86%   2.86%    2.29%    2.15%    2.81%    2.95%     3.27%  2.81%    3.00%
Portfolio turnover rate  54.57%   60.11%  62.01%   45.18%   20.49%    23.17%  62.25%    73.12% 163.55%  79.73%
Average
commission rate paid**   $.0638   $.0622  $.0640     -        -        -        -       -        -        -
</TABLE>

*Total  return does not reflect sales  commissions  or the  Contingent  Deferred
Sales Charge,  and is not annualized.  Prior to May 1, 1994,  dividends from net
investment  income were invested at the Offering  Price.
**Relates to  purchases  and sales of equity  securities.  Prior to December 31,
1995, disclosure of average commission rate was not required.

HOW DOES THE FUND INVEST ITS ASSETS?

WHAT IS THE FUND'S GOAL?

The investment goal of the fund is total return. This goal is fundamental, which
means that it may not be changed without shareholder approval.

WHAT IS THE FUND'S INVESTMENT STRATEGY?

Advisers uses a top-down  approach to investing  based on the current and future
outlook for the economy and the  business  cycle to  determine  the fund's asset
allocation mix and sector weightings.  Historically,  different economic sectors
and industries have performed  better than others during different stages of the
business cycle. Advisers uses quantitative,  technical, and fundamental analysis
to identify  economic sectors,  industries  within those sectors,  and companies
within  those  industries  that it  believes  offer the best  opportunities  for
achieving  the fund's goal.  The fund seeks to diversify its  investments  among
different  asset classes in order to reduce the impact of a particular  security
or  asset  class on the  fund,  but  there is no  assurance  that  this  will be
achieved.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

EQUITY  SECURITIES  generally  entitle the holder to  participate in a company's
general  operating  results.   These  include  common  stock;  preferred  stock;
convertible  securities;  warrants or rights. The fund's primary investments are
in equity securities and a majority of its investment in these securities are in
stocks  listed in the S&P 500 Index or the S&P MidCap 400 Index.  These  indices
represent such sectors as basic materials (which includes gold stocks),  capital
spending, consumer cyclical, consumer staples,  financials,  utilities,  energy,
transportation,  health care,  conglomerates  and technology.  The fund may also
invest  in  smaller  company   securities  that  Advisers   believes  offer  the
opportunity for growth.

DEBT  SECURITIES  represent an obligation of the issuer to repay a loan of money
to it, and generally,  provide for the payment of interest. These include bonds,
notes and debentures; commercial paper; and bankers' acceptances.

The fund may buy both rated and  unrated  debt  securities.  Independent  rating
organizations  rate debt securities based upon their assessment of the financial
soundness of the issuer.  Generally,  a lower rating  indicates higher risk. The
fund will generally  invest in debt securities  issued or guaranteed by the U.S.
government  or its  agencies or  instrumentalities.  The fund may also invest in
investment  grade corporate debt securities  (rated BBB and higher by S&P or Baa
and higher by Moody's),  and in unrated  securities which it determines to be of
comparable quality.

FOREIGN SECURITIES AND DEPOSITARY RECEIPTS. The fund may invest up to 25% of its
net assets in  securities  of  issuers  in any  foreign  country,  developed  or
developing,  but will  ordinarily buy foreign  securities that are traded in the
U.S., as well as American,  European and Global Depositary Receipts.  Depositary
Receipts are certificates  typically issued by a bank or trust company that give
their  holders the right to receive  securities  issued by a foreign or domestic
corporation.

REAL ESTATE  SECURITIES.  The fund may buy securities of companies  operating in
the real estate industry. These investments will consist primarily of equity and
debt securities of real estate  investment  trusts.  The fund may also invest in
equity securities issued by home builders and developers.

CONVERTIBLE SECURITIES. The fund may invest in convertible securities, including
enhanced  convertible  securities  and  synthetic  convertible   securities.   A
convertible  security  generally is a preferred stock or debt security that pays
dividends or interest and may be converted into common stock.

SHORT-TERM  MONEY  MARKET  INSTRUMENTS.  The fund may invest cash being held for
liquidity  purposes  in  short-term  debt  instruments,   including  high  grade
commercial paper, repurchase agreements and other money market equivalents.  The
fund may also invest in these  securities when  investments are not available at
prices Advisers believes are attractive.

GENERAL.  The fund may invest in any industry  although it will not  concentrate
(invest  more than 25% of its total  assets) in any one  industry.  The fund may
invest  up to  10%  of  its  net  assets  in  securities,  including  restricted
securities, which are not readily marketable.

Please see the SAI for more details on the types of securities  the fund invests
in.

WHAT ARE SOME OF THE FUND'S OTHER INVESTMENT STRATEGIES AND PRACTICES?

TEMPORARY  INVESTMENTS.  When  Advisers  believes  that the  securities  trading
markets or the  economy are  experiencing  excessive  volatility  or a prolonged
general  decline,  or other adverse  conditions  exist, it may invest the fund's
portfolio in a temporary defensive manner.  Under such  circumstances,  the fund
may invest up to 100% of its assets in short-term  debt  instruments,  including
high grade  commercial  paper,  repurchase  agreements  and other  money  market
equivalents.

REPURCHASE  AGREEMENTS.  The fund will generally have a portion of its assets in
cash or cash  equivalents  for a variety  of  reasons  including  waiting  for a
special investment opportunity or taking a defensive position. To earn income on
this portion of its assets,  the fund may enter into repurchase  agreements with
certain banks and broker-dealers.  Under a repurchase agreement, the fund agrees
to buy a U.S. government security from one of these issuers and then to sell the
security back to the issuer after a short period of time  (generally,  less than
seven days) at a higher price.  The bank or  broker-dealer  must transfer to the
fund's custodian securities with an initial value of at least 102% of the dollar
amount invested by the fund in each repurchase agreement.

OPTIONS ON SECURITIES AND SECURITIES INDICES. The fund may write covered put and
call options and buy put and call options on securities and  securities  indices
to help protect its portfolio against market and/or exchange rate movements.  An
option on a security is a contract that allows the buyer of the option the right
to buy or sell a specific  security at a stated price during the option's  term.
An option on a  securities  index is a  contract  that  allows  the buyer of the
option the right to  receive  from the seller  cash,  in an amount  equal to the
difference  between the index's  closing price and the option's  exercise price.
The fund may only engage in securities and securities index option  transactions
if the  total  premiums  it paid for such  options  are 5% or less of its  total
assets.

FUTURES  CONTRACTS.  Changes in  interest  rates,  securities  prices or foreign
currency  valuations may affect the value of the fund's  investments.  To reduce
its  exposure  to these  factors,  the fund may buy and sell  financial  futures
contracts, stock index futures contracts, foreign currency futures contracts and
options on any of these contracts.  A financial futures contract is an agreement
to buy or sell a specific  security or commodity at a specified  future date and
price. An index futures  contract is an agreement to take or make delivery of an
amount of cash  based on the  difference  between  the value of the index at the
beginning  and end of the  contract  period.  A  futures  contract  on a foreign
currency is an  agreement  to buy or sell a specific  amount of a currency for a
set price on a future date.  The fund may only enter into  futures  contracts or
related  options if its initial  margin  deposits and premiums are 5% or less of
its total assets.

OTHER POLICIES AND RESTRICTIONS.  The fund has a number of additional investment
policies and restrictions that govern its activities.  Those that are identified
as "fundamental" may only be changed with shareholder  approval.  The others may
be  changed  by the  Board  alone.  For a list of  these  restrictions  and more
information  about the fund's  investment  policies,  including  those described
above,  please  see "How  Does the Fund  Invest  Its  Assets?"  and  "Investment
Restrictions" in the SAI.

Generally, the policies and restrictions discussed in this prospectus and in the
SAI apply  when the fund makes an  investment.  In most  cases,  the fund is not
required to sell a security  because  circumstances  change and the  security no
longer meets one or more of the fund's policies or restrictions.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

GENERAL RISK. There is no assurance that the fund's investment goal will be met.
The fund will seek to spread investment risk by diversifying its investments but
the possibility of losses  remains.  Generally,  if the securities  owned by the
fund  increase in value,  the value of the shares of the fund which you own will
increase.  Similarly, if the securities owned by the fund decrease in value, the
value of your shares will also  decline.  In this way,  you  participate  in any
change in the value of the securities owned by the fund.

FOREIGN  SECURITIES RISK. The value of foreign (and U.S.) securities is affected
by general  economic  conditions  and individual  company and industry  earnings
prospects.  While foreign  securities may offer  significant  opportunities  for
gain,  they also involve  additional  risks that can increase the  potential for
losses in the fund. These risks can be significantly  greater for investments in
emerging markets. Investments in Depositary Receipts also involve some or all of
the risks described below.

The  political,  economic and social  structures of some  countries in which the
fund  invests may be less stable and more  volatile  than those in the U.S.  The
risks of investing in these countries  include the possibility of the imposition
of  exchange  controls,  expropriation,  restrictions  on removal of currency or
other assets, nationalization of assets, and punitive taxes.

There may be less  publicly  available  information  about a foreign  company or
government  than  about a U.S.  company  or public  entity.  Certain  countries'
financial  markets and  services  are less  developed  than those in the U.S. or
other  major  economies.  As a  result,  they may not have  uniform  accounting,
auditing  and  financial  reporting  standards  and  may  have  less  government
supervision  of  financial   markets.   Foreign   securities  markets  may  have
substantially  lower  trading  volumes  than  U.S.  markets,  resulting  in less
liquidity and more volatility than experienced in the U.S.  Transaction costs on
foreign  securities markets are generally higher than in the U.S. The settlement
practices  may be  cumbersome  and result in delays  that may  affect  portfolio
liquidity.  The fund may have  greater  difficulty  voting  proxies,  exercising
shareholder rights, pursuing legal remedies and obtaining judgments with respect
to foreign  investments in foreign courts than with respect to domestic  issuers
in U.S.
courts.

Some of the countries in which the fund may invest are considered  developing or
emerging  markets.  Investments in these markets are subject to all of the risks
of foreign investing generally,  and have additional and heightened risks due to
a lack of legal, business and social frameworks to support securities markets.

Emerging markets involve additional  significant risks,  including political and
social uncertainty (for example,  regional conflicts and risk of war),  currency
exchange  rate  volatility,  pervasiveness  of corruption  and crime,  delays in
settling  portfolio  transactions  and risk of loss arising out of the system of
share  registration  and  custody.  The fund may  invest  up to 10% of its total
assets in emerging markets.

SMALLER COMPANIES RISK. Historically,  smaller company securities have been more
volatile  in price than larger  company  securities,  especially  over the short
term.  Among the reasons for the greater price  volatility  are the less certain
growth  prospects  of smaller  companies,  the lower  degree of liquidity in the
markets for such securities and the greater  sensitivity of smaller companies to
changing economic conditions.

In addition, smaller companies may lack depth of management,  they may be unable
to generate funds  necessary for growth or development or they may be developing
or marketing new products or services for which markets are not yet  established
and may never become established.

Therefore,  while smaller companies may offer greater  opportunities for capital
growth than larger, more established companies,  they also involve greater risks
and should be considered speculative.

CONVERTIBLE  SECURITIES RISK. A convertible security has risk characteristics of
both  equity  and debt  securities.  Its value may rise and fall with the market
value of the  underlying  stock or, like a debt  security,  vary with changes in
interest  rates and the credit  quality of the issuer.  A  convertible  security
tends to  perform  more like a stock  when the  underlying  stock  price is high
(because it is assumed it will be converted)  and more like a debt security when
the  underlying  stock  price  is low  (because  it is  assumed  it will  not be
converted).  Because its value can be influenced by many  different  factors,  a
convertible  security is not as sensitive to interest  rate changes as a similar
non-convertible debt security, and generally has less potential for gain or loss
than the underlying stock.

MARKET,  CURRENCY,  AND  INTEREST  RATE RISK.  General  market  movements in any
country  where the fund has  investments  are  likely to affect the value of the
securities  which the fund owns in that  country and the fund's  share price may
also  be  affected.  The  fund's  investments  may  be  denominated  in  foreign
currencies so that changes in foreign  currency  exchange rates will also affect
the value of what the fund owns, and thus the price of its shares. To the extent
the fund invests in debt  securities,  changes in interest  rates in any country
where the fund is invested  will affect the value of the fund's  portfolio  and,
consequently,  its share price.  Rising interest rates, which often occur during
times of inflation or a growing economy, are likely to cause the value of a debt
security  to  decrease,  having a  negative  effect on the  value of the  fund's
shares.  Of course,  individual and worldwide stock markets,  interest rates and
currency  valuations,   have  both  increased  and  decreased,   sometimes  very
dramatically, in the past. These changes are likely to occur again in the future
at unpredictable times.

CREDIT AND ISSUER RISK. The fund's investments in debt securities involve credit
risk. This is the risk that the issuer of a debt security will be unable to make
principal and interest payments in a timely manner and the debt security will go
into default.

DERIVATIVE  SECURITIES RISK.  Derivative  investments are those whose values are
dependent upon the performance of one or more other securities or investments or
indices; in contrast to common stock, for example, whose value is dependent upon
the  operations of the issuer.  Option  transactions  and futures  contracts are
considered  derivative  investments.  To the extent the fund  enters  into these
transactions,  their  success  will  depend  upon  Advisers'  ability to predict
pertinent market movements.

WHO MANAGES THE FUND?

THE  BOARD.  The  Board  oversees  the  management  of the fund and  elects  its
officers. The officers are responsible for the fund's day-to-day operations.

INVESTMENT MANAGER.  Advisers manages the fund's assets and makes its investment
decisions. Advisers also performs similar services for other funds. It is wholly
owned by Resources,  a publicly owned company engaged in the financial  services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are  the  principal  shareholders  of  Resources.  Together,  Advisers  and  its
affiliates manage over $239 billion in assets. Please see "Investment Management
and Other Services" and  "Miscellaneous  Information" in the SAI for information
on securities transactions and a summary of the fund's Code of Ethics.

MANAGEMENT  TEAM.  The team  responsible  for the  day-to-day  management of the
fund's  portfolio  is: Lisa A. Costa since 1985 and R.  Martin  Wiskemann  since
1972.

Lisa Costa
Vice President of Advisers

Ms.  Costa  holds a Master of  Business  Administration  degree from Golden Gate
University  and a Bachelor of Science  degree in Finance from  California  State
University  at Hayward.  She has been with the  Franklin  Templeton  Group since
1980.  Ms.  Costa is a  Chartered  Market  Technician  and a member  of  several
securities industry-related committees and associations.

R. Martin Wiskemann
Senior Vice President of Advisers

Mr. Wiskemann holds a degree in Business  Administration  from the Handelsschule
of the State of Zurich,  Switzerland. He has been in the securities business for
more than 30 years, managing mutual fund equity and fixed-income portfolios, and
private investment accounts. He has been with the Franklin Templeton Group since
1972. He is a member of several securities industry-related associations.

MANAGEMENT FEES. During the fiscal year ended December 31, 1997, management fees
totaling  0.63% of the  average  monthly  net  assets  of the fund  were paid to
Advisers.  Total  expenses of the fund,  including  fees paid to Advisers,  were
1.12%.

PORTFOLIO  TRANSACTIONS.  Advisers  tries to obtain  the best  execution  on all
transactions.  If Advisers  believes  more than one broker or dealer can provide
the best execution,  it may consider  research and related services and the sale
of fund shares, as well as shares of other funds in the Franklin Templeton Group
of Funds,  when selecting a broker or dealer.  Please see "How Does the Fund Buy
Securities for Its Portfolio?" in the SAI for more information.

ADMINISTRATIVE  SERVICES. Under an agreement with Advisers, FT Services provides
certain  administrative   services  and  facilities  for  the  fund.  Under  its
administration agreement, Advisers pays FT Services a monthly administration fee
equal to an annual  rate of 0.15% of the fund's  average  daily net assets up to
$200  million,  0.135% of average  daily net assets over $200 million up to $700
million, 0.10% of average daily net assets over $700 million up to $1.2 billion,
and 0.075% of average  daily net assets  over $1.2  billion.  The fee is paid by
Advisers. It is not a separate expense of the fund.

THE RULE 12B-1 PLAN

The fund  has a  distribution  plan or  "Rule  12b-1  Plan"  under  which it may
reimburse  Distributors  or  others  for the  expenses  of  activities  that are
primarily intended to sell shares of the fund. These expenses may include, among
others,  distribution  or service fees paid to Securities  Dealers or others who
have  executed  a  servicing  agreement  with  the  fund,  Distributors  or  its
affiliates;  a prorated  portion of  Distributors'  overhead  expenses;  and the
expenses  of printing  prospectuses  and reports  used for sales  purposes,  and
preparing and distributing sales literature and advertisements.

Payments by the fund under the plan may not exceed  0.25% per year of the fund's
average  daily net assets.  All  distribution  expenses over this amount will be
borne by those who have  incurred  them.  During the first  year  after  certain
purchases made without a sales charge, Securities Dealers may not be eligible to
receive the Rule 12b-1 fees associated with the purchase.  For more information,
please see "The Fund's Underwriter" in the SAI.

HOW TAXATION AFFECTS THE FUND AND ITS SHAREHOLDERS

ON AUGUST 5, 1997,  PRESIDENT CLINTON SIGNED INTO LAW THE TAXPAYER RELIEF ACT OF
1997 (THE "1997 ACT"). THIS NEW LAW MAKES SWEEPING CHANGES IN THE CODE.  BECAUSE
MANY OF THESE CHANGES ARE COMPLEX THEY ARE DISCUSSED IN THE SAI.

<TABLE>
<CAPTION>

                                                                 ---------------------------------------------
<S>                                                              <C>    
TAXATION OF THE FUND'S INVESTMENTS.                              HOW DOES THE FUND EARN INCOME AND GAINS?

The fund invests your money in the stocks, bonds and             The fund earns dividends and interest (the
other securities described in the section "How Does              fund's "income") on its investments.  When
the Fund Invest Its Assets?" Special tax rules may               the fund sells a security for a price that 
apply in determining the income and gains that the               is higher than it paid, it has a gain. When
fund earns on its investments. These rules may, in               the fund sells a security for a price that
turn, affect the amount of distributions that the                is lower than it paid, it has a loss. If the
fund pays to you. These special tax rules are                    fund has held the security for more than one
discussed in the SAI.                                            year, the gain or loss will be a long-term
                                                                 capital gain or loss. If the fund has held
TAXATION OF THE FUND.  As a regulated investment                 the security for one year or less, the gain
company, the fund generally pays no federal income tax           or loss will be a short-term capital gain or
on the income and gains that it distributes to you.              loss. The fund's gains and losses are netted
                                                                 together, and, if the fund has a net gain, (the
FOREIGN TAXES. Foreign governments may impose taxes on           fund's "gains"), that gain will generally be
the income and gains from the fund's investments in foreign      distributed to you.
stocks and bonds. These taxes will reduce the amount of the      -----------------------------------------------
fund's distributions to you.  The fund may also  invest in the securities of 
foreign companies that are "passive foreign investment  companies" ("PFICs"). 
These investments in PFICs may cause the fund to pay income taxes and interest 
charges. If possible, the fund will adopt  strategies  to avoid PFIC taxes and 
interest charges.

TAXATION OF SHAREHOLDERS
                                                                 --------------------------------------------------------------
DISTRIBUTIONS. Distributions from the fund, whether you          WHAT IS A DISTRIBUTION?
receive them in cash or in additional shares, are generally
subject to income tax. The fund will send you a statement in     As a shareholder, you will receive your share of the fund's
January of the current year that reflects the amount of          income and gains on its investments in stocks, bonds and
ordinary dividends, capital gain distributions and non-taxable   other securities. The fund's income and short term capital
distributions you received from the fund in the prior year.      gains are paid to you as ordinary dividends. The fund's
This statement will include distributions declared in December   long-term capital gains are paid to you as capital gain
and paid to you in January of the current year, but which are    distributions. If the fund pays you an amount in excess of
taxable as if paid on December 31 of the prior year. The IRS     its income and gains, this excess will generally be treated
requires you to report these amounts on your income tax return   as a non-taxable distribution. These amounts, taken
for the prior year. The fund's statement for the prior year      together, are what we call the fund's distributions to you.
will tell you how much of your capital  gain  distribution
represents  28% rate gain  property.  The remainder of the 
capital gain  distribution  represents 20% rate gain.
                                                                 --------------------------------------------------------------
</TABLE>

DISTRIBUTIONS TO RETIREMENT PLANS. Fund distributions received by your qualified
retirement   plan,  such  as  a  section  401(k)  plan  or  IRA,  are  generally
tax-deferred;  this means that you are not required to report fund distributions
on your income tax return when paid to your plan,  but,  rather,  when your plan
makes  payments to you. Be aware,  however,  that special rules apply to payouts
from Roth and Education IRAs.

DIVIDENDS-RECEIVED   DEDUCTION.   Corporate  investors  may  be  entitled  to  a
dividends-received deduction on a portion of the ordinary dividends they receive
from the fund.
<TABLE>
<CAPTION>

                                                                 --------------------------------------------------------------
<S>                                                              <C>
REDEMPTIONS AND EXCHANGES. If you redeem your shares or if       WHAT IS A REDEMPTION?
you exchange your shares in the fund for shares in another
Franklin Templeton Fund, you will generally have a gain or       A redemption is a sale by you to the fund of some or all of
loss that the IRS requires you to report on your income tax      your shares in the fund. The price per share you receive
return. If you exchange fund shares held for 90 days or less     when you redeem fund shares may be more or less than the
and pay no sales charge, or a reduced sales charge, for the      price at which you purchased those shares. An exchange of
new shares, all or a portion of the sales charge you paid on     shares in the fund for shares of another Franklin Templeton
the purchase of the shares you exchanged is not included in      Fund is treated as a redemption of fund shares and then a
their cost for purposes of computing gain or loss on the         purchase of shares of the other fund. When you redeem or
exchange. If you hold your shares for six months or less, any    exchange your shares, you will generally have a gain or
loss you have will be treated as a long-term capital loss to     loss, depending upon whether the basis in your shares is
the extent of any capital gain distributions received by you     more or less than your cost or other basis in the shares.
from the fund. All or a portion of any loss on the redemption    Call Fund Information for a free shareholder Tax Information
or exchange of your shares will be disallowed by the IRS if      Handbook if you need more information in calculating the
you purchase other shares in the fund within 30 days before or   gain or loss on the redemption or exchange of your shares.
after your redemption or exchange.
                                                                 --------------------------------------------------------------  
</TABLE>

U.S.  GOVERNMENT  INTEREST.  Many states grant tax-free status to dividends paid
from interest earned on direct  obligations of the U.S.  government,  subject to
certain  restrictions.  The fund will provide you with information after the end
of each  calendar  year on the amount of such  dividends  that may  qualify  for
exemption from reporting on your individual income tax returns.

NON-U.S. INVESTORS.  Ordinary dividends generally will be subject to U.S. income
tax withholding. Your home country may also tax ordinary dividends, capital gain
distributions  and gains  arising  from  redemptions  or  exchanges of your fund
shares. Fund shares held by the estate of a non-U.S.  investor may be subject to
U.S.  estate tax. You may wish to contact your tax advisor to determine the U.S.
and non-U.S. tax consequences of your investment in the fund.

STATE TAXES.  Ordinary dividends and capital gain distributions that you receive
from the fund,  and gains  arising  from  redemptions  or exchanges of your fund
shares will  generally  be subject to state and local income tax. The holding of
fund shares may also be subject to state and local  intangibles  taxes.  You may
wish to  contact  your  tax  advisor  to  determine  the  state  and  local  tax
consequences of your investment in the fund.

<TABLE>
<CAPTION>

                                                                 --------------------------------------------------------------
<S>                                                              <C>
BACKUP WITHHOLDING. When you open an account, IRS regulations    WHAT IS A BACKUP
require that you provide your taxpayer identification number     WITHHOLDING?
("TIN"), certify that it is correct, and certify that you are
not subject to backup withholding under IRS rules. If you fail   Backup withholding occurs when the fund is required to
to provide a correct TIN or the proper tax certifications, the   withhold and pay over to the IRS 31% of your distributions
fund is required to withhold 31% of all the distributions        and redemption proceeds. You can avoid backup withholding by
(including ordinary dividends and capital gain distributions)    providing the fund with your TIN, and by completing the tax
and redemption proceeds paid to you. The fund is also required   certifications on your shareholder application that you were
to begin backup withholding on your account if the IRS           asked to sign when you opened your account. However, if the
instructs the fund to do so. The fund reserves the right not     IRS instructs the fund to begin backup withholding, it is
to open your account, or, alternatively, to redeem your shares   required to do so even if you provided the fund with your
at the current Net Asset Value, less any taxes withheld, if      TIN and these tax certifications, and backup withholding
you fail to provide a correct TIN, fail to provide the proper    will remain in place until the fund is instructed by the IRS
tax certifications, or the IRS instructs the fund to begin       that it is no longer required.
backup withholding on your account.
                                                                 --------------------------------------------------------------

</TABLE>

THIS TAX  DISCUSSION  IS FOR GENERAL  INFORMATION  ONLY.  PROSPECTIVE  INVESTORS
SHOULD CONSULT THEIR OWN TAX ADVISORS  CONCERNING THE FEDERAL,  STATE,  LOCAL OR
FOREIGN  TAX  CONSEQUENCES  OF AN  INVESTMENT  IN  THE  FUND.  A  MORE  COMPLETE
DISCUSSION  OF THESE  RULES AND  RELATED  MATTERS IS  CONTAINED  IN THE  SECTION
ENTITLED "ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES" IN THE SAI. THE TAX
TREATMENT TO YOU OF DIVIDENDS,  CAPITAL GAIN  DISTRIBUTIONS,  FOREIGN TAXES PAID
AND INCOME TAXES  WITHHELD IS ALSO  DISCUSSED IN A FREE  FRANKLIN  TEMPLETON TAX
INFORMATION HANDBOOK, WHICH YOU MAY REQUEST BY CONTACTING FUND INFORMATION.

HOW IS THE TRUST ORGANIZED?

The fund is a  diversified  series of the Franklin  Asset  Allocation  Fund (the
"Trust"),  an open-end management  investment company,  commonly called a mutual
fund. The Trust was originally  incorporated  in Hawaii in 1951,  reincorporated
under the laws of the state of California in 1983, and reorganized as a Delaware
business trust on August 1, 1996. The Trust was previously known as the Franklin
Premier Return Fund. The Trust is registered with the SEC. The fund is currently
the only  series of the Trust.  Shares of any series of the Trust have equal and
exclusive rights to dividends and distributions  declared by that series and the
net assets of the series in the event of liquidation or  dissolution.  Shares of
the fund are  considered  Class I shares  for  redemption,  exchange  and  other
purposes. Additional series and classes of shares may be offered in the future.

The Trust has noncumulative  voting rights.  This gives holders of more than 50%
of the shares  voting the ability to elect all of the  members of the Board.  If
this happens,  holders of the remaining  shares voting will not be able to elect
anyone to the Board.

The Trust does not intend to hold  annual  shareholder  meetings.  The Trust may
hold special meetings,  however, for matters requiring  shareholder  approval. A
meeting  may also be called by the Board in its  discretion  or by  shareholders
holding at least 10% of the outstanding shares. In certain circumstances, we are
required to help you communicate with other  shareholders about the removal of a
Board member.

ABOUT YOUR ACCOUNT

HOW DO I BUY SHARES?

OPENING YOUR ACCOUNT

To open your account,  please  follow the steps below.  This will help avoid any
delays in processing your request.

1.   Read this prospectus carefully.

2.   Determine how much you would like to invest. The fund's minimum investments
     are:

     o To open a regular, non-retirement account          $1,000
     o To open an IRA, IRA Rollover, Roth IRA,
       or Education IRA                                   $  250*
     o To open a custodial account for a minor
       (an UGMA/UTMA account)                             $  100
     o To open an account with an automatic
       investment plan                                    $   50**
     o To add to an account                               $   50***

     *For all other retirement accounts, there is no minimum investment 
     requirement.
     **$25 for an Education IRA.
     ***For all retirement accounts except IRAs, IRA Rollovers, Roth IRAs, or 
     Education IRAs, there is no minimum to add to an account.

     We reserve the right to change the amount of these  minimums  from time
     to time or to waive or lower these minimums for certain  purchases.  We
     also reserve the right to refuse any order to buy shares.

3.   Carefully  complete  and sign  the  enclosed  shareholder  application,
     including the optional shareholder  privileges section. By applying for
     privileges now, you can avoid the delay and  inconvenience of having to
     send an additional application to add privileges later. It is important
     that we  receive  a  signed  application  since  we will not be able to
     process any redemptions  from your account until we receive your signed
     application.

4.   Make your investment using the table below.

METHOD                   STEPS TO FOLLOW

BY MAIL                  For an initial investment:
                            
                            Return the  application to the
                            fund  with  your   check  made
                            payable to the fund.

                         For additional investments:

                             Send a check  made  payable to
                             the fund.  Please include your
                             account number on the check.

BY WIRE                  1. Call Shareholder Services or, if that number is 
                            busy, call 1-650/312-2000 collect, to receive a wire
                            control number and wire instructions. You need a new
                            wire control number every time you wire money into 
                            your account. If you do not have a currently 
                            effective wire control number, we will return the
                            money to the bank, and we will not credit the 
                            purchase to your account.

                         2. For an initial investment you must also return your
                            signed shareholder application to the fund.

                         IMPORTANT  DEADLINES:  If we receive
                         your call before  1:00 p.m.  Pacific
                         time and the bank receives the wired
                         funds and  reports  the  receipt  of
                         wired funds to the fund by 3:00 p.m.
                         Pacific  time,  we will  credit  the
                         purchase to your  account  that day.
                         If we  receive  your call after 1:00
                         p.m. or the bank  receives  the wire
                         after 3:00 p.m.,  we will credit the
                         purchase   to   your   account   the
                         following business day.

THROUGH YOUR DEALER      Call your investment representative


SALES CHARGE REDUCTIONS AND WAIVERS

- -    IF YOU QUALIFY TO BUY SHARES  UNDER ONE OF THE SALES  CHARGE  REDUCTION  OR
     WAIVER CATEGORIES  DESCRIBED BELOW, PLEASE INCLUDE A WRITTEN STATEMENT WITH
     EACH  PURCHASE  ORDER  EXPLAINING  WHICH  PRIVILEGE  APPLIES.  If you don't
     include this statement, we cannot guarantee that you will receive the sales
     charge reduction or waiver.

QUANTITY  DISCOUNTS.  The sales charge you pay depends on the dollar  amount you
invest, as shown in the table below.

                                     TOTAL SALES CHARGE         AMOUNT PAID TO
                                      AS A PERCENTAGE OF        DEALER AS A
AMOUNT OF PURCHASE                   OFFERING  NET AMOUNT       PERCENTAGE OF
AT OFFERING PRICE                     PRICE    INVESTED         OFFERING PRICE

Under $50,000                         5.75%     6.10%             5.00%
$50,000 but less than $100,000        4.50%     4.71%             3.75%
$100,000 but less than $250,000       3.50%     3.63%             2.80%
$1,000,000 or more*                   None      None              None

*If you invest $1 million or more,  a  Contingent  Deferred  Sales Charge may be
imposed on an early  redemption.  Please see "How Do I Sell Shares? - Contingent
Deferred Sales Charge." Please also see "Other  Payments to Securities  Dealers"
below  for a  discussion  of  payments  Distributors  may  make  out of its  own
resources to Securities Dealers for certain purchases.

CUMULATIVE  QUANTITY  DISCOUNTS.  To  determine  if you may pay a reduced  sales
charge,  the  amount of your  current  purchase  is added to the cost or current
value,  whichever is higher,  of your existing shares in the Franklin  Templeton
Funds,  as well  as  those  of your  spouse,  children  under  the age of 21 and
grandchildren  under the age of 21. If you are the sole owner of a company,  you
may also add any company accounts, including retirement plan accounts. Companies
with one or more  retirement  plans  may add  together  the  total  plan  assets
invested in the  Franklin  Templeton  Funds to  determine  the sales charge that
applies.

LETTER OF INTENT. You may buy shares at a reduced sales charge by completing the
Letter of Intent section of the shareholder application. A Letter of Intent is a
commitment by you to invest a specified  dollar amount during a 13 month period.
The amount you agree to invest determines the sales charge you pay.

BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER  APPLICATION,  YOU
ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

o   You authorize  Distributors to reserve 5% of your total intended purchase in
    fund shares registered in your name until you fulfill your Letter.

o   You give  Distributors  a  security  interest  in the  reserved  shares and
    appoint Distributors as attorney-in-fact.

o   Distributors  may  sell  any or all of the  reserved  shares  to  cover  any
    additional sales charge if you do not fulfill the terms of the Letter.

o   Although you may  exchange  your shares,  you may not sell  reserved  shares
    until you complete the Letter or pay the higher sales charge.

Your periodic  statements  will include the reserved  shares in the total shares
you own. We will pay or reinvest dividend and capital gain  distributions on the
reserved shares as you direct.  Our policy of reserving shares does not apply to
certain retirement plans.

If you would like more information about the Letter of Intent privilege,  please
see "How Do I Buy, Sell and Exchange  Shares?  - Letter of Intent" in the SAI or
call Shareholder Services.

GROUP  PURCHASES.  If you are a member of a  qualified  group,  you may buy fund
shares at a reduced sales charge that applies to the group as a whole. The sales
charge is based on the  combined  dollar  value of the group  members'  existing
investments, plus the amount of the current purchase.

A qualified group is one that:

o  Was formed at least six months ago,

o  Has a purpose other than buying fund shares at a discount,

o  Has more than 10 members,

o  Can arrange for meetings between our representatives and group members,

o  Agrees to  include  Franklin  Templeton  Fund sales and other  materials  in
   publications  and  mailings  to  its  members  at  reduced  or  no  cost  to
   Distributors,

o  Agrees to arrange for payroll deduction or other bulk transmission of 
   investments to the fund, and

o  Meets other uniform  criteria that allow  Distributors to achieve cost 
   savings in distributing shares.

A  qualified  group  does not  include a 403(b)  plan that  only  allows  salary
deferral   contributions.   403(b)  plans  that  only  allow   salary   deferral
contributions  and that  purchased  shares of the fund at a reduced sales charge
under the group  purchase  privilege  before  February  1,  1998,  however,  may
continue to do so.

SALES CHARGE  WAIVERS.  If one of the following  sales charge waivers applies to
you or your  purchase of fund  shares,  you may buy shares of the fund without a
front-end sales charge or a Contingent Deferred Sales Charge.

Certain  distributions,  payments or redemption proceeds that you receive may be
used to buy  shares of the fund  without a sales  charge  if you  reinvest  them
within 365 days of their payment or redemption date. They include:

 1.   Dividend and capital  gain  distributions  from any Franklin  Templeton
      Fund. The distributions  generally must be reinvested in the same class
      of shares.  Certain exceptions apply, however, to Class II shareholders
      of  another  Franklin  Templeton  Fund  who  chose  to  reinvest  their
      distributions  in the fund before  November  17,  1997,  and to Advisor
      Class or Class Z  shareholders  of a  Franklin  Templeton  Fund who may
      reinvest their distributions in the fund.

 2.   Redemption  proceeds from the sale of shares of any Franklin  Templeton
      Fund  if you  originally  paid a sales  charge  on the  shares  and you
      reinvest  the money in the same class of shares.  This  waiver does not
      apply to exchanges.

      If you paid a Contingent  Deferred  Sales Charge when you redeemed your
      shares from a Franklin  Templeton  Fund,  a Contingent  Deferred  Sales
      Charge will apply to your purchase of fund shares and a new Contingency
      Period will begin.  We will,  however,  credit your fund  account  with
      additional  shares based on the  Contingent  Deferred  Sales Charge you
      paid and the amount of redemption proceeds that you reinvest.

      If you immediately  placed your redemption  proceeds in a Franklin Bank
      CD, you may reinvest  them as  described  above.  The proceeds  must be
      reinvested within 365 days from the date the CD matures,  including any
      rollover.

 3.   Dividend or capital gain distributions from a real estate investment trust
     (REIT) sponsored or advised by Franklin Properties, Inc.

 4.   Annuity payments  received under either an annuity option or from death
      benefit proceeds,  only if the annuity contract offers as an investment
      option the Franklin  Valuemark Funds or the Templeton Variable Products
      Series Fund. You should contact your tax advisor for information on any
      tax consequences that may apply.

 5.   Redemption  proceeds from a repurchase  of shares of Franklin  Floating
      Rate  Trust,  if the  shares  were  continuously  held  for at least 12
      months.

      If you immediately  placed your redemption  proceeds in a Franklin Bank
      CD or a  Franklin  Templeton  money  fund,  you  may  reinvest  them as
      described above.  The proceeds must be reinvested  within 365 days from
      the date the CD matures, including any rollover, or the date you redeem
      your money fund shares.

 6.   Redemption proceeds from the sale of Class A shares of any of the 
      Templeton Global Strategy Funds if you are a qualified investor.

      If you paid a contingent  deferred  sales charge when you redeemed your
      Class A shares from a Templeton  Global  Strategy  Fund,  a  Contingent
      Deferred  Sales Charge will apply to your purchase of fund shares and a
      new Contingency Period will begin. We will,  however,  credit your fund
      account with additional  shares based on the contingent  deferred sales
      charge  you paid and the  amount of the  redemption  proceeds  that you
      reinvest.

      If you  immediately  placed  your  redemption  proceeds  in a  Franklin
      Templeton  money fund,  you may reinvest them as described  above.  The
      proceeds  must be  reinvested  within  365 days  from the date they are
      redeemed from the money fund.

 7.   Distributions from an existing retirement plan invested in the Franklin 
      Templeton Funds

Various  individuals and institutions  also may buy shares of the fund without a
front-end sales charge or Contingent Deferred Sales Charge, including:

 1.   Trust  companies  and bank  trust  departments  agreeing  to  invest  in
      Franklin  Templeton  Funds over a 13 month period at least $1 million of
      assets  held in a  fiduciary,  agency,  advisory,  custodial  or similar
      capacity and over which the trust  companies and bank trust  departments
      or other  plan  fiduciaries  or  participants,  in the  case of  certain
      retirement  plans, have full or shared  investment  discretion.  We will
      accept orders for these  accounts by mail  accompanied  by a check or by
      telephone or other means of electronic  data transfer  directly from the
      bank or trust  company,  with payment by federal  funds  received by the
      close of business on the next business day following the order.

2.    An  Eligible Governmental Authority.   Please  consult  your  legal  and
      investment advisors  to determine if  an  investment in the fund is
      permissible and suitable for you and the effect, if any, of payments by 
      the fund on arbitrage rebate calculations.

 3.   Broker-dealers,  registered  investment  advisors or certified financial
      planners  who have  entered  into an  agreement  with  Distributors  for
      clients participating in comprehensive fee programs. The minimum initial
      investment is $250.

4.    Qualified registered investment advisors who buy through a broker-dealer 
      or service agent who has entered into an agreement with Distributors

5.    Registered Securities Dealers and their affiliates, for their investment 
      accounts only

6.    Current  employees of  Securities  Dealers and their affiliates and their
      family members, as allowed by the internal policies of their employer

7.    Officers,  trustees,  directors and full-time employees of the Franklin
      Templeton  Funds or the  Franklin  Templeton  Group,  and their  family
      members, consistent with our then-current policies. The minimum initial
      investment is $100.

8.    Investment companies exchanging shares or selling assets pursuant to a 
      merger, acquisition or exchange offer

9.    Accounts managed by the Franklin Templeton Group

10.   Certain unit investment trusts and their holders reinvesting distributions
      from the trusts

11.   Group annuity separate accounts offered to retirement plans

12.   Chilean retirement plans that meet the requirements described under 
      "Retirement Plans" below

RETIREMENT PLANS. Retirement plans that (i) are sponsored by an employer with at
least 100  employees,  or (ii) have plan assets of $1 million or more,  or (iii)
agree to invest at least  $500,000  in the  Franklin  Templeton  Funds over a 13
month period may buy shares without a front-end sales charge.  Retirement  plans
that are not  Qualified  Retirement  Plans,  SIMPLEs  or SEPs must also meet the
requirements  described under "Group  Purchases"  above to be able to buy shares
without a front-end sales charge. We may enter into a special arrangement with a
Securities  Dealer,  based on criteria  established by the fund, to add together
certain  small  Qualified  Retirement  Plan  accounts for the purpose of meeting
these requirements.

For  retirement  plan  accounts  opened on or after May 1,  1997,  a  Contingent
Deferred Sales Charge may apply if the retirement plan is transferred out of the
Franklin  Templeton  Funds or terminated  within 365 days of the retirement plan
account's initial purchase in the Franklin Templeton Funds. Please see "How Do I
Sell Shares? Contingent Deferred Sales Charge" for details.

HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

Your  individual or  employer-sponsored  retirement plan may invest in the fund.
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. To establish a Trust Company  retirement plan, you will need an
application  other than the one  included in this  prospectus.  For a retirement
plan brochure or application, 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.

OTHER PAYMENTS TO SECURITIES DEALERS

The payments  described below may be made to Securities Dealers who initiate and
are responsible for certain purchases made without a sales charge.  The payments
are subject to the sole discretion of Distributors, and are paid by Distributors
or one of its affiliates and not by the fund or its shareholders.

1.  Purchases of $1 million or more - up to 1% of the amount invested.

2.  Purchases  made  without a front-end  sales  charge by certain  retirement
    plans  described  under "Sales Charge  Reductions and Waivers - Retirement
    Plans" above - up to 1% of the amount invested.

3.  Purchases  by  trust  companies  and  bank  trust  departments,   Eligible
    Governmental  Authorities,  and  broker-dealers  or  others  on  behalf of
    clients  participating in comprehensive  fee programs - up to 0.25% of the
    amount invested.

4.  Purchases by Chilean retirement plans - up to 1% of the amount invested.

A Securities  Dealer may receive only one of these payments for each  qualifying
purchase. Securities Dealers who receive payments in connection with investments
described in  paragraphs  1 or 4 above or a payment of up to 1% for  investments
described  in  paragraph  2 will be  eligible  to  receive  the Rule  12b-1  fee
associated with the purchase starting in the thirteenth calendar month after the
purchase.

FOR  BREAKPOINTS  THAT MAY  APPLY AND  INFORMATION  ON  ADDITIONAL  COMPENSATION
PAYABLE TO SECURITIES DEALERS IN CONNECTION WITH THE SALE OF FUND SHARES, PLEASE
SEE "HOW DO I BUY,  SELL AND EXCHANGE  SHARES?  - OTHER  PAYMENTS TO  SECURITIES
DEALERS" IN THE SAI.

FOR INVESTORS OUTSIDE THE U.S.

The  distribution  of this  prospectus  and the  offering  of fund shares may be
limited in many jurisdictions.  An investor who wishes to buy shares of the fund
should  determine,  or have a broker-dealer  determine,  the applicable laws and
regulations  of  the  relevant  jurisdiction.   Investors  are  responsible  for
compliance  with tax,  currency  exchange  or other  regulations  applicable  to
redemption and purchase  transactions  in any  jurisdiction to which they may be
subject.  Investors should consult  appropriate tax and legal advisors to obtain
information on the rules applicable to these transactions.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

We  offer a wide  variety  of  funds.  If you  would  like,  you can  move  your
investment  from your fund  account  to an  existing  or new  account in another
Franklin Templeton Fund (an "exchange").  Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.

Before  making  an  exchange,  please  read the  prospectus  of the fund you are
interested in. This will help you learn about the fund, its investment  goal and
policies,  and its rules and  requirements  for  exchanges.  For  example,  some
Franklin  Templeton Funds do not accept  exchanges and others may have different
investment minimums.

METHOD                      STEPS TO FOLLOW
BY MAIL                     1. Send us signed written instructions

                            2. Include any outstanding share certificates for 
                               the shares you want to exchange

BY PHONE                    Call Shareholder Services or TeleFACTS(R)

                            -   If you do not want  the  ability
                                to exchange by phone to apply to
                                your  account,   please  let  us
                                know.

THROUGH YOUR DEALER         Call your investment representative

Please refer to "Transaction Procedures  and Special  Requirements" for other
important information on how to exchange shares.

WILL SALES CHARGES APPLY TO MY EXCHANGE?

You generally  will not pay a front-end  sales charge on exchanges.  If you have
held your  shares  less than six months,  however,  you will pay the  percentage
difference between the sales charge you previously paid and the applicable sales
charge of the new fund, if the difference is more than 0.25%.  If you have never
paid a sales charge on your shares because,  for example,  they have always been
held in a money fund, you will pay the fund's  applicable sales charge no matter
how long you have held your shares.  These  charges may not apply if you qualify
to buy shares without a sales charge.

CONTINGENT DEFERRED SALES CHARGE. We will not impose a Contingent Deferred Sales
Charge when you exchange  shares.  Any shares  subject to a Contingent  Deferred
Sales Charge at the time of exchange,  however,  will remain so in the new fund.
For accounts with shares subject to a Contingent  Deferred Sales Charge, we will
first exchange any shares in your account that are not subject to the charge. If
there are not enough of these to meet your  exchange  request,  we will exchange
shares subject to the charge in the order they were  purchased.  If you exchange
shares into one of our money  funds,  the time your shares are held in that fund
will not count  towards  the  completion  of any  Contingency  Period.  For more
information  about the Contingent  Deferred  Sales Charge,  please see "How Do I
Sell Shares?"

EXCHANGE RESTRICTIONS

Please be aware that the following restrictions apply to exchanges:

o   You must meet the applicable  minimum  investment amount of the fund you are
    exchanging into, or exchange 100% of your fund shares

o   You may only exchange shares within the SAME CLASS, except as noted below.

o   The accounts must be identically  registered.  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."

o   Trust Company IRA or 403(b)  retirement plan accounts may exchange shares as
    described above.  Restrictions may apply to other types of retirement plans.
    Please contact  Retirement Plan Services for information on exchanges within
    these plans.

o   The fund you are exchanging into must be eligible for sale in your state.

o   We may  modify  or  discontinue  our  exchange  policy if we give you 60
    days' written notice.

o   Your  exchange may be  restricted  or refused if you have:  (i) requested an
    exchange  out of the fund within two weeks of an earlier  exchange  request,
    (ii) exchanged shares out of the fund more than twice in a calendar quarter,
    or (iii) exchanged  shares equal to at least $5 million,  or more than 1% of
    the fund's net assets. Shares under common ownership or control are combined
    for  these  limits.  If you  have  exchanged  shares  as  described  in this
    paragraph,  you will be considered a Market Timer. Each exchange by a Market
    Timer,  if accepted,  will be charged $5.00.  Some of our funds do not allow
    investments by Market Timers.

Because   excessive   trading  can  hurt  fund   performance,   operations   and
shareholders,  we may refuse any  exchange  purchase  if (i) we believe the fund
would be harmed or unable to invest  effectively,  or (ii) the fund  receives or
anticipates simultaneous orders that may significantly affect the fund.

LIMITED EXCHANGES BETWEEN DIFFERENT CLASSES OF SHARES

Certain  funds in the  Franklin  Templeton  Funds  offer  classes  of shares not
offered by the fund,  such as "Advisor  Class" or "Class Z" shares.  Because the
fund does not currently offer an Advisor Class,  you may exchange  Advisor Class
shares of any Franklin Templeton Fund for shares of the fund at Net Asset Value.
If you do so and you later  decide you would like to  exchange  into a fund that
offers an Advisor  Class,  you may exchange  your fund shares for Advisor  Class
shares of that fund.  Certain  shareholders of Class Z shares of Franklin Mutual
Series Fund Inc. may also  exchange  their Class Z shares for shares of the fund
at Net Asset Value.

HOW DO I SELL SHARES?

You may sell (redeem) your shares at any time.

METHOD                     STEPS TO FOLLOW

BY MAIL                    1. Send us signed written instructions. If you would 
                              like your redemption proceeds wired to a bank 
                              account, your instructions should include:

                              o The name, address and telephone number of the 
                                bank where you want the proceeds sent

                              o Your bank account number

                              o The Federal Reserve ABA routing number

                              o If you are using a savings and loan or credit 
                                union, the name of the corresponding bank and 
                                the account number

                           2. Include any outstanding share certificates for the
                              shares you are selling

                           3. Provide a signature guarantee if required

                           4. Corporate, partnership and trust accounts may need
                              to send additional documents. Accounts under court
                              jurisdiction may have other requirements.

BY PHONE                   Call  Shareholder  Services.  If  you
                           would like your redemption proceeds wired to
                           a  bank   account,   other  than  an  escrow
                           account, you must first sign up for the wire
                           feature.   To  sign  up,   send  us  written
                           instructions, with a signature guarantee. To
                           avoid   any   delay   in   processing,   the
                           instructions should include the items listed
                           in "By Mail" above.

                           Telephone requests will be accepted:

                            o If the request is $50,000 or less. Institutional 
                              accounts may exceed $50,000 by completing a 
                              separate agreement. Call Institutional Services to
                              receive a copy.

                            o If there are no share certificates issued
                              for the  shares  you  want to sell or you
                              have already returned them to the fund

                            o Unless you are selling shares in a Trust Company 
                              retirement plan account

                            o Unless the address on your account was changed by 
                              phone within the last 15 days

                            -  If you do not want the  ability to redeem
                               by phone to apply to your account, please
                               let us know.

THROUGH
YOUR DEALER                 Call your investment representative

We will send your  redemption  check  within  seven days  after we receive  your
request in proper  form.  If you would  like the check sent to an address  other
than the address of record or made payable to someone other than the  registered
owners on the  account,  send us  written  instructions  signed  by all  account
owners, with a signature  guarantee.  We are not able to receive or pay out cash
in the form of currency.

The wiring of redemption  proceeds is a special  service that we make  available
whenever possible for redemption  requests of $1,000 or more. If we receive your
request in proper form before 1:00 p.m.  Pacific time, your wire payment will be
sent the next business day. For requests received in proper form after 1:00 p.m.
Pacific time, the payment will be sent the second business day. By offering this
service  to you,  the fund is not bound to meet any  redemption  request in less
than the seven day period  prescribed  by law.  Neither  the fund nor its agents
shall be liable to you or any other  person if,  for any  reason,  a  redemption
request by wire is not processed as described in this section.

If you sell shares you recently  purchased  with a check or draft,  we may delay
sending you the proceeds  until your check or draft has cleared,  which may take
seven  business  days or more. A certified or cashier's  check may clear in less
time.

Under unusual circumstances,  we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.

Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to sell shares.

TRUST COMPANY RETIREMENT PLAN ACCOUNTS

To comply with IRS  regulations,  you need to complete  additional  forms before
selling  shares  in a Trust  Company  retirement  plan  account.  Tax  penalties
generally apply to any distribution  from these plans to a participant under age
591/2,  unless the distribution meets an exception stated in the Code. To obtain
the necessary forms, please call Retirement Plan Services.

CONTINGENT DEFERRED SALES CHARGE

If you did not pay a front-end  sales charge  because you invested $1 million or
more or agreed  to  invest  $1  million  or more  under a Letter  of  Intent,  a
Contingent  Deferred  Sales  Charge  may apply if you sell all or a part of your
investment within the Contingency  Period.  Once you have invested $1 million or
more,  any  additional  investments  you make without a sales charge may also be
subject  to a  Contingent  Deferred  Sales  Charge if they are sold  within  the
Contingency  Period. The charge is 1% of the value of the shares sold or the Net
Asset Value at the time of purchase, whichever is less.

Certain  retirement  plan  accounts  opened  on or after May 1,  1997,  and that
qualify to buy shares without a front-end  sales charge may also be subject to a
Contingent  Deferred Sales Charge if the retirement  plan is transferred  out of
the Franklin  Templeton  Funds or  terminated  within 365 days of the  account's
initial purchase in the Franklin Templeton Funds.

We will  first  redeem any shares in your  account  that are not  subject to the
charge.  If there are not enough of these to meet your  request,  we will redeem
shares subject to the charge in the order they were purchased.

Unless otherwise specified,  when you request to sell a stated DOLLAR AMOUNT, we
will redeem additional shares to cover any Contingent Deferred Sales Charge. For
requests  to sell a stated  NUMBER OF SHARES,  we will  deduct the amount of the
Contingent Deferred Sales Charge, if any, from the sale proceeds.

WAIVERS. We waive the Contingent Deferred Sales Charge for:

o   Account fees

o   Sales of  shares  purchased  without a  front-end  sales  charge by  certain
    retirement  plan  accounts if (i) the account was opened before May 1, 1997,
    or (ii) the Securities Dealer of record received a payment from Distributors
    of 0.25%  or  less,  or (iii)  Distributors  did not  make  any  payment  in
    connection  with the purchase,  or (iv) the Securities  Dealer of record has
    entered into a supplemental agreement with Distributors

o   Redemptions by the fund when an account falls below the minimum required 
    account size

o   Redemptions following the death of the shareholder or beneficial owner

o   Redemptions through a systematic withdrawal plan set up before February 1, 
    1995

o   Redemptions through a systematic withdrawal plan set up on or after February
    1, 1995, at a rate of up to 1% a month of an account's Net Asset Value.  For
    example, if you maintain an annual balance of $1 million,  you can redeem up
    to $120,000 annually through a systematic withdrawal plan free of charge.

o   Distributions  from  IRAs  due to  death  or  disability  or upon  periodic
    distributions based on life expectancy

o   Returns of excess contributions from employee benefit plans

o   Redemptions by Trust Company employee benefit plans or employee benefit 
    plans serviced by ValuSelect(R)

o   Participant initiated distributions from employee benefit plans or
    participant initiated exchanges among investment choices in employee benefit
    plans

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUND?

The  fund  declares  dividends  from  its net  investment  income  quarterly  to
shareholders  of record on the last business day of March,  June, and September,
and pays them on or about the 15th day of the next  month.  The fund's  December
dividend will generally be declared and paid during that month.

Capital gains, if any, may be distributed twice a year, usually once in December
and once after the end of the fund's fiscal year.

Dividend payments are not guaranteed,  are subject to the Board's discretion and
may vary with each  payment.  THE FUND DOES NOT PAY  "INTEREST" OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN ITS SHARES.

If you buy shares shortly  before the record date,  please keep in mind that any
distribution  will  lower the value of the  fund's  shares by the  amount of the
distribution  and you will then  receive a portion of the price you paid back in
the form of a taxable distribution.

DISTRIBUTION OPTIONS

You may receive your distributions from the fund in any of these ways:

1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of the fund
(without a sales charge or imposition of a Contingent  Deferred Sales Charge) by
reinvesting  capital  gain  distributions,  or both  dividend  and capital  gain
distributions.  This is a convenient  way to  accumulate  additional  shares and
maintain or increase your earnings base.

2.  BUY  SHARES  OF  OTHER  FRANKLIN  TEMPLETON  FUNDS  - You  may  direct  your
distributions to buy the same class of shares of another Franklin Templeton Fund
(without a sales charge or imposition of a Contingent  Deferred  Sales  Charge).
Many shareholders find this a convenient way to diversify their investments.

3. RECEIVE  DISTRIBUTIONS IN CASH - You may receive dividends,  or both dividend
and capital gain  distributions  in cash.  If you have the money sent to another
person or to a checking account, you may need a signature guarantee. If you send
the money to a checking  account,  please see "Electronic  Fund Transfers" under
"Services to Help You Manage Your Account."

TO  SELECT  ONE  OF  THESE  OPTIONS,  PLEASE  COMPLETE  SECTIONS  6 AND 7 OF THE
SHAREHOLDER  APPLICATION  INCLUDED WITH THIS  PROSPECTUS OR TELL YOUR INVESTMENT
REPRESENTATIVE  WHICH OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL
AUTOMATICALLY  REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE FUND. You
may  change  your  distribution  option at any time by  notifying  us by mail or
phone. Please allow at least seven days before the record date for us to process
the new option. For Trust Company  retirement plans,  special forms are required
to receive distributions in cash.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

SHARE PRICE

When you buy shares, you pay the Offering Price. This is the Net Asset Value per
share, plus any applicable sales charges.  When you sell shares, you receive the
Net Asset Value per share.

The  Net  Asset  Value  we use  when  you  buy or sell  shares  is the one  next
calculated after we receive your transaction  request in proper form. If you buy
or sell shares  through your  Securities  Dealer,  however,  we will use the Net
Asset Value next calculated after your Securities  Dealer receives your request,
which is promptly  transmitted to the fund.  Your  redemption  proceeds will not
earn  interest  between  the time we receive  the order from your dealer and the
time we receive any required documents.

HOW AND WHEN SHARES ARE PRICED

The fund is open for business  each day the NYSE is open.  We determine  the Net
Asset Value per share as of the close of the NYSE,  normally  1:00 p.m.  Pacific
time. You can find the prior day's closing Net Asset Value and Offering Price of
the fund in many newspapers.

To  calculate  Net Asset  Value per  share,  the  fund's  assets  are valued and
totaled,  liabilities are  subtracted,  and the balance,  called net assets,  is
divided by the  number of shares  outstanding.  The fund's  assets are valued as
described under "How Are Fund Shares Valued?" in the SAI.

WRITTEN INSTRUCTIONS

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

o  Your name,

o  The fund's name,

o  A description of the request,

o  For exchanges, the name of the fund you are exchanging into,

o  Your account number,

o  The dollar amount or number of shares, and

o  A telephone number where we may reach you during the day, or in the evening
   if preferred.

JOINT  ACCOUNTS.  For accounts with more than one  registered  owner,  we accept
written  instructions signed by only one owner for certain types of transactions
or account changes. These include transactions or account changes that you could
also make by phone,  such as certain  redemptions of $50,000 or less,  exchanges
between identically  registered accounts,  and changes to the address of record.
For most other types of transactions or changes,  written  instructions  must be
signed by all registered owners.

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.

SIGNATURE GUARANTEES

For our mutual  protection,  we require a signature  guarantee in the  following
situations:

1) You wish to sell over $50,000 worth of shares,

2) You want the proceeds to be paid to someone other than the registered owners,

3) The  proceeds  are not being sent to the  address of record,  preauthorized
   bank account, or preauthorized brokerage firm account,

4) We receive instructions from an agent, not the registered owners,

5) We believe a signature guarantee would protect us against potential claims 
   based on the instructions received.

A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker,  credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.

SHARE CERTIFICATES

We will  credit  your  shares  to  your  fund  account.  We do not  issue  share
certificates  unless you  specifically  request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed,  you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.

Any outstanding  share  certificates must be returned to the fund if you want to
sell or  exchange  those  shares  or if you  would  like to  start a  systematic
withdrawal plan. The certificates  should be properly endorsed.  You can do this
either  by  signing  the  back  of the  certificate  or by  completing  a  share
assignment  form.  For your  protection,  you may  prefer  to  complete  a share
assignment  form and to send the  certificate  and  assignment  form in separate
envelopes.

TELEPHONE TRANSACTIONS

You may initiate many transactions and changes to your account by phone.  Please
refer to the sections of this  prospectus that discuss the transaction you would
like to make or call Shareholder Services.

When you call,  we will request  personal or other  identifying  information  to
confirm that  instructions  are genuine.  We may also record calls. If our lines
are busy or you are otherwise  unable to reach us by phone,  you may wish to ask
your investment  representative for assistance or send us written  instructions,
as described elsewhere in this prospectus.

For your  protection,  we may delay a transaction or not implement one if we are
not reasonably  satisfied that the instructions are genuine.  If this occurs, we
will not be liable  for any loss.  We also will not be liable for any loss if we
follow  instructions  by phone that we reasonably  believe are genuine or if you
are unable to execute a transaction by phone.

TRUST COMPANY  RETIREMENT PLAN ACCOUNTS.  We cannot accept  instructions to sell
shares or change  distribution  options  on Trust  Company  retirement  plans by
phone.  While you may exchange shares of Trust Company IRA and 403(b) retirement
accounts  by phone,  certain  restrictions  may be imposed  on other  retirement
plans.

To obtain any required forms or more information about  distribution or transfer
procedures, please call Retirement Plan Services.

ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS

When  you open an  account,  we need  you to tell us how you  want  your  shares
registered.  How you register your account will affect your ownership rights and
ability  to make  certain  transactions.  If you  have  questions  about  how to
register your account,  you should  consult your  investment  representative  or
legal advisor.  Please keep the following  information in mind when  registering
your account.

JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account  as "joint  tenants  with  rights of  survivorship"  unless  you tell us
otherwise.  An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, we cannot accept instructions to change owners on the account unless all
owners agree in writing,  even if the law in your state says  otherwise.  If you
would like  another  person or owner to sign for you,  please  send us a current
power of attorney.

GIFTS AND  TRANSFERS TO MINORS.  You may set up a custodial  account for a minor
under your state's Uniform  Gifts/Transfers  to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.

TRUSTS.  You should  register  your  account as a trust only if you have a valid
written trust  document.  This avoids future  disputes or possible  court action
over who owns the account.

REQUIRED DOCUMENTS. For corporate,  partnership and trust accounts,  please send
us the  following  documents  when you open your  account.  This will help avoid
delays in  processing  your  transactions  while we  verify  who may sign on the
account.

TYPE OF ACCOUNT            DOCUMENTS REQUIRED

CORPORATION                Corporate Resolution

PARTNERSHIP                1. The pages from the partnership agreement that 
                              identify the general partners, or

                           2. A certification for a partnership agreement

TRUST                      1. The pages from the trust document that identify 
                              the trustees, or

                           2. A certification for trust

STREET OR  NOMINEE  ACCOUNTS.  If you have fund  shares  held in a  "street"  or
"nominee" name account with your Securities  Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement  with  Distributors  or we cannot  process the  transfer.
Contact your  Securities  Dealer to initiate the  transfer.  We will process the
transfer  after we receive  authorization  in proper  form from your  delivering
Securities Dealer. Accounts may be transferred  electronically through the NSCC.
For accounts  registered  in street or nominee  name,  we may take  instructions
directly from the Securities Dealer or your nominee.

IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE

If there is a  Securities  Dealer  or other  representative  of  record  on your
account, we are authorized: (1) to provide confirmations, account statements and
other   information   about  your  account   directly  to  your  dealer   and/or
representative; and (2) to accept telephone and electronic instructions directly
from your dealer or representative, including instructions to exchange or redeem
your  shares.  Electronic  instructions  may be  processed  through  established
electronic trading systems and programs used by the fund. Telephone instructions
directly from your  representative will be accepted unless you have told us that
you do not want telephone privileges to apply to your account.

KEEPING YOUR ACCOUNT OPEN

Due to the relatively  high cost of  maintaining a small  account,  we may close
your account if the value of your shares is less than $250, or less than $50 for
employee accounts and custodial accounts for minors. We will only do this if the
value of your account fell below this amount because you  voluntarily  sold your
shares and your  account  has been  inactive  (except  for the  reinvestment  of
distributions)  for at least six months.  Before we close your account,  we will
notify you and give you 30 days to increase the value of your account to $1,000,
or $100 for employee accounts and custodial accounts for minors.  These minimums
do not apply to IRAs and other  retirement plan accounts or to accounts  managed
by the Franklin Templeton Group.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

AUTOMATIC INVESTMENT PLAN

Our  automatic  investment  plan offers a convenient  way to invest in the fund.
Under the plan, you can have money transferred  automatically from your checking
account to the fund each month to buy additional  shares.  If you are interested
in this  program,  please refer to the  automatic  investment  plan  application
included with this  prospectus or contact your  investment  representative.  The
market value of the fund's shares may fluctuate and a systematic investment plan
such as this  will not  assure a  profit  or  protect  against  a loss.  You may
discontinue  the program at any time by notifying  Investor  Services by mail or
phone.

AUTOMATIC PAYROLL DEDUCTION

You may have money  transferred from your paycheck to the fund to buy additional
shares. Your investments will continue automatically until you instruct the fund
and your employer to discontinue the plan. To process your  investment,  we must
receive both the check and payroll  deduction  information in required form. Due
to different  procedures used by employers to handle payroll  deductions,  there
may be a delay between the time of the payroll deduction and the time we receive
the money.

SYSTEMATIC WITHDRAWAL PLAN

Our  systematic  withdrawal  plan  allows you to sell your  shares  and  receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50. For retirement plans subject to
mandatory distribution requirements, the $50 minimum will not apply.

If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder  application included with
this  prospectus and indicate how you would like to receive your  payments.  You
may choose to direct  your  payments  to buy the same class of shares of another
Franklin  Templeton  Fund or have the money  sent  directly  to you,  to another
person,  or to a  checking  account.  If you  choose to have the money sent to a
checking  account,  please see "Electronic Fund Transfers" below. Once your plan
is  established,  any  distributions  paid by the  fund  will  be  automatically
reinvested in your account.

You will  generally  receive  your  payment  by the end of the  month in which a
payment is  scheduled.  When you sell your shares under a systematic  withdrawal
plan, it is a taxable transaction.

To avoid  paying  sales  charges  on money you plan to  withdraw  within a short
period of time, you may not want to set up a systematic  withdrawal  plan if you
plan to buy shares on a regular  basis.  Shares  sold under the plan may also be
subject to a Contingent Deferred Sales Charge.  Please see "Contingent  Deferred
Sales Charge" under "How Do I Sell Shares?"

You may discontinue a systematic withdrawal plan, change the amount and schedule
of  withdrawal  payments,  or suspend one payment by  notifying us by mail or by
phone at least  seven  business  days  before the end of the month  preceding  a
scheduled  payment.  Please  see "How Do I Buy,  Sell  and  Exchange  Shares?  -
Systematic Withdrawal Plan" in the SAI for more information.

ELECTRONIC FUND TRANSFERS

You may choose to have dividend and capital gain  distributions from the fund or
payments under a systematic withdrawal plan sent directly to a checking account.
If the  checking  account  is with a bank  that  is a  member  of the  Automated
Clearing  House,  the payments may be made  automatically  by  electronic  funds
transfer.  If you choose this  option,  please  allow at least  fifteen days for
initial  processing.  We will send any  payments  made  during  that time to the
address of record on your account.

TELEFACTS(R)

From a touch-tone phone, you may call our TeleFACTS(R)  system (day or night) at
1-800/247-1753 to:

o  obtain information about your account;

o  obtain price and performance information about any Franklin Templeton Fund;

o  exchange  shares  (within the same class) between  identically  registered
   Franklin Templeton Class I and Class II accounts; and

o  request duplicate statements and deposit slips for Franklin Templeton
   accounts.

You will need the fund's code number to use TeleFACTS(R). The fund's code number
is 102.

STATEMENTS AND REPORTS TO SHAREHOLDERS

We will send you the following statements and reports on a regular basis:

o  Confirmation and account statements reflecting transactions in your account,
   including additional purchases and dividend reinvestments. PLEASE VERIFY THE
   ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.

o  Financial  reports of the fund will be sent every six  months.  To reduce
   fund  expenses,  we  attempt  to  identify  related  shareholders  within  a
   household and send only one copy of a report.  Call Fund  Information if you
   would like an additional free copy of the fund's financial reports.

INSTITUTIONAL ACCOUNTS

Additional  methods of buying,  selling or exchanging  shares of the fund may be
available  to  institutional  accounts.  Institutional  investors  may  also  be
required to complete an institutional account application. For more information,
call Institutional Services.

AVAILABILITY OF THESE SERVICES

The services above are available to most shareholders.  If, however, your shares
are held by a financial  institution,  in a street name  account,  or  networked
through the NSCC, the fund may not be able to offer these  services  directly to
you. Please contact your investment representative.

WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?

If you have any questions about your account, you may write to Investor Services
at 777 Mariners Island Blvd., P.O. Box 7777, San Mateo,  California  94403-7777.
The fund,  Distributors  and Advisers are also located at this address.  You may
also contact us by phone at one of the numbers listed below.

                                            HOURS OF OPERATION (PACIFIC TIME)
DEPARTMENT NAME           TELEPHONE NO.     (MONDAY THROUGH FRIDAY)

Shareholder Services      1-800/632-2301    5:30 a.m. to 5:00 p.m.
Dealer Services           1-800/524-4040    5:30 a.m. to 5:00 p.m.
Fund Information          1-800/DIAL BEN    5:30 a.m. to 8:00 p.m.
                          (1-800/342-5236)  6:30 a.m. to 2:30 p.m.(Saturday)
Retirement Plan Services  1-800/527-2020    5:30 a.m. to 5:00 p.m.
Institutional Services    1-800/321-8563    6:00 a.m. to 5:00 p.m.
TDD (hearing impaired)    1-800/851-0637    5:30 a.m. to 5:00 p.m.

Your phone call may be  monitored or recorded to ensure we provide you with high
quality  service.  You will  hear a regular  beeping  tone if your call is being
recorded.

GLOSSARY

USEFUL TERMS AND DEFINITIONS

ADVISERS - Franklin Advisers, Inc., the fund's investment manager

BOARD - The Board of Trustees of the Trust

CD - Certificate of deposit

CLASS I AND CLASS II -  Certain  funds in the  Franklin  Templeton  Funds  offer
multiple classes of shares. The different classes have  proportionate  interests
in the same portfolio of investment securities.  They differ, however, primarily
in their sales charge structures and Rule 12b-1 plans.  Because the fund's sales
charge  structure  and Rule 12b-1  plan are  similar to those of Class I shares,
shares of the fund are considered  Class I shares for  redemption,  exchange and
other purposes.

CODE - Internal Revenue Code of 1986, as amended

CONTINGENCY  PERIOD - The 12 month period  during  which a  Contingent  Deferred
Sales Charge may apply.  The holding period begins on the first day of the month
in which you buy  shares.  Regardless  of when  during the month you buy shares,
they will age one month on the last day of that month and each following month.

CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.

DEPOSITARY  RECEIPTS - Certificates that give their holders the right to receive
securities  (a) of a foreign  issuer  deposited in a U.S.  bank or trust company
(American  Depositary  Receipts,  "ADRs");  or (b) of a foreign  or U.S.  issuer
deposited in a foreign bank or trust company (Global Depositary Receipts, "GDRs"
or European Depositary Receipts, "EDRs").

DISTRIBUTORS  -  Franklin/Templeton  Distributors,  Inc.,  the fund's  principal
underwriter.  The SAI lists the  officers and Board  members who are  affiliated
with Distributors. See "Officers and Trustees."

ELIGIBLE  GOVERNMENTAL  AUTHORITY  -  Any  state  or  local  government  or  any
instrumentality, department, authority or agency thereof that has determined the
fund is a legally  permissible  investment  and that can only buy  shares of the
fund without paying sales charges.

FRANKLIN  TEMPLETON  FUNDS - The U.S.  registered  mutual  funds in the Franklin
Group of Funds(R) and the  Templeton  Group of Funds except  Franklin  Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund

FRANKLIN  TEMPLETON GROUP - Franklin  Resources,  Inc., a publicly owned holding
company, and its various subsidiaries

FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered  investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds

FT SERVICES - Franklin Templeton Services, Inc., the fund's administrator

INVESTOR  SERVICES -  Franklin/Templeton  Investor  Services,  Inc.,  the fund's
shareholder servicing and transfer agent

IRA - Individual  retirement  account or annuity  qualified under section 408 of
the Code

IRS - Internal Revenue Service

LETTER - Letter of Intent

MARKET  TIMERS  -  Market  Timers  generally  include  market  timing  or  asset
allocation services, accounts administered so as to buy, sell or exchange shares
based  on  predetermined  market  indicators,  or  any  person  or  group  whose
transactions  seem to  follow a timing  pattern  or whose  transactions  include
frequent or large exchanges.

MOODY'S - Moody's Investors Service, Inc.

NASD - National Association of Securities Dealers, Inc.

NET ASSET VALUE (NAV) - The value of a mutual fund is  determined  by  deducting
the fund's  liabilities  from the total assets of the  portfolio.  The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.

NSCC - National Securities Clearing Corporation

NYSE - New York Stock Exchange

OFFERING  PRICE - The public  offering price is based on the Net Asset Value per
share and includes the  front-end  sales  charge. The maximum  front-end  sales
charge is 5.75%.  We calculate  the offering  price to two decimal  places using
standard rounding criteria.

QUALIFIED  RETIREMENT PLANS - An employer  sponsored  pension or  profit-sharing
plan that  qualifies  under section 401 of the Code.  Examples  include  401(k),
money purchase pension, profit sharing and defined benefit plans.

RESOURCES - Franklin Resources, Inc.

S&P - Standard & Poor's Corporation

SAI - Statement of Additional Information

SEC - U.S. Securities and Exchange Commission

SECURITIES  DEALER - A financial  institution  that,  either directly or through
affiliates,  has an agreement with  Distributors  to handle  customer orders and
accounts  with the fund.  This  reference is for  convenience  only and does not
indicate a legal conclusion of capacity.

SEP - An employer sponsored  simplified  employee pension plan established under
section 408(k) of the Code

SIMPLE  (Savings  Incentive  Match Plan for  Employees) - An employer  sponsored
salary deferral plan established under section 408(p) of the Code

TELEFACTS(R) - Franklin Templeton's automated customer servicing system

TRUST COMPANY - Franklin Templeton Trust Company.  Trust Company is an affiliate
of Distributors and both are wholly owned subsidiaries of Resources.

WE/OUR/US - Unless the context indicates a different meaning,  these terms refer
to the fund  and/or  Investor  Services,  Distributors,  or other  wholly  owned
subsidiaries of Resources.


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