FRANKLIN ASSET ALLOCATION FUND
497, 1998-12-31
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o 133*P1



                          SHARE CLASS REDESIGNATION
                          EFFECTIVE JANUARY 1, 1999

                      Class A - Formerly Considered Class I



                       SUPPLEMENT DATED JANUARY 1, 1999
                             TO THE PROSPECTUS OF
                        FRANKLIN ASSET ALLOCATION FUND
                 DATED MAY 1, 1998, AS AMENDED AUGUST 3, 1998

The prospectus is amended as follows:

I.   As of January 1, 1999, the fund's shares are considered  Class A shares for
     redemption, exchange and other purposes. Before January 1, 1999, the fund's
     shares were considered Class I shares.

     All references in the prospectus to Class I shares are replaced with
     Class A, and all references to Class II shares are replaced with Class C.

II.  The following  paragraphs  are added under "What Are the Risks of Investing
     in the Fund?":

     EURO RISK. On January 1, 1999, the European Monetary Union (EMU) plans
     to introduce a new single currency, the euro, which will replace the
     national currency for participating member countries. If the fund holds
     investments in countries with currencies replaced by the euro, the
     investment process, including trading, foreign exchange, payments,
     settlements, cash accounts, custody and accounting will be impacted.

     The process to establish the euro may result in market volatility. It
     is not possible to predict the impact of the euro on the business or
     financial condition of European issuers or on the fund. The transition
     and the elimination of currency risk among EMU countries may change the
     economic environment and behavior of investors, particularly in
     European markets. To the extent the fund holds non-U.S. dollar (euro or
     other) denominated securities, it will still be exposed to currency
     risk due to fluctuations in those currencies versus the U.S. dollar.

     Resources has created an interdepartmental team to handle all
     euro-related changes to enable the Franklin Templeton Funds to process
     transactions accurately and completely with minimal disruption to
     business activities. While there can be no assurance that the fund will
     not be adversely affected, Advisers and its affiliated service
     providers are taking steps that they believe are reasonably designed to
     address the euro issue.

     YEAR 2000.  When evaluating current and potential portfolio positions,
     Year 2000 is one of the factors Advisers considers.

     Advisers will rely upon public filings and other statements made by
     companies about their Year 2000 readiness. Issuers in countries outside
     the U.S., particularly in emerging markets, may not be required to make
     the same level of disclosure about Year 2000 readiness as is required in
     the U.S. Advisers, of course, cannot audit each company and its major
     suppliers to verify their Year 2000 readiness.

     If a company in which the fund is invested is adversely affected by Year
     2000 problems, it is likely that the price of its security will also be
     adversely affected. A decrease in the value of one or more of the fund's
     portfolio holdings will have a similar impact on the price of the fund's
     shares. Please see "Year 2000 Problem" under "Who Manages the Fund?" for
     more information.

III. The following is added after the  "Administrative  Services"  section under
     "Who Manages the Fund?":

     YEAR 2000 PROBLEM. The fund's business operations depend on a worldwide
     network of computer systems that contain date fields, including
     securities trading systems, securities transfer agent operations and
     stock market links. Many of the systems currently use a two digit date
     field to represent the date, and unless these systems are changed or
     modified, they may not be able to distinguish the Year 1900 from the
     Year 2000 (commonly referred to as the Year 2000 problem). In addition,
     the fact that the Year 2000 is a non-standard leap year may create
     difficulties for some systems.

     When the Year 2000 arrives, the fund's operations could be adversely
     affected if the computer systems used by Advisers, its service providers
     and other third parties it does business with are not Year 2000 ready.
     For example, the fund's portfolio and operational areas could be
     impacted, including securities trade processing, interest and dividend
     payments, securities pricing, shareholder account services, reporting,
     custody functions and others. The fund could experience difficulties in
     effecting transactions if any of its foreign subcustodians, or if
     foreign broker-dealers or foreign markets are not ready for Year 2000.

     Advisers and its affiliated service providers are making a concerted
     effort to take steps they believe are reasonably designed to address
     their Year 2000 problems. Of course, the fund's ability to reduce the
     effects of the Year 2000 problem is also very much dependent upon the
     efforts of third parties over which the fund and Advisers may have no
     control.

IV.  The second waiver  category in the section  "Sales Charge  Waivers,"  found
     under "How Do I Buy Shares?  - Sales  Charge  Reductions  and  Waivers," is
     replaced with the following:

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

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

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

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

V.   The section "How Do I Buy Shares in  Connection  with  Retirement  Plans?",
     found under "How Do I Buy Shares?", is replaced with the following:

     HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

     Your individual or employer-sponsored retirement plan may invest in the
     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. These plans require separate applications
     and their policies and procedures may be different than those described
     in this prospectus. For more information, including a free retirement
     plan brochure or application, please call Retirement Plan Services.

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

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

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

VII.  In the "By Phone" section of the chart under "How Do I Sell  Shares?", the
      first bulleted item is replaced with the following:

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

VIII. Distribution option 3 in the section "What  Distributions  Might I Receive
      From the Fund? - Distribution Options" is replaced with the following:

      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 or savings account, you may
      need a signature guarantee. If you send the money to a checking or
      savings account, please see "Electronic Fund Transfers" under "Services
      to Help You Manage Your Account."

IX.   Under "Transaction Procedures and Special Requirements",

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

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

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

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

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

X.   The second  sentence  in the  section  "Services  to Help You  Manage  Your
     Account - Automatic Investment Plan" is replaced with the following:

     Under the plan, you can have money transferred automatically from your
     checking or savings account to the fund each month to buy additional
     shares.

XI.  The second  paragraph  under  "Services  to Help You Manage Your  Account -
     Systematic Withdrawal Plan" is replaced with the following:

     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 or savings account. If you choose to have the money sent to a
     checking or savings 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.

XII. The section  "Services to Help You Manage Your  Account -  Electronic  Fund
     Transfers" is replaced with the following:

     ELECTRONIC FUND TRANSFERS

     You may choose to have dividend and capital gain distributions or
     payments under a systematic withdrawal plan sent directly to a checking
     or savings account. If the 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.

XIII. In the section "Services to Help You Manage Your Account - TeleFACTS(R),"

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

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

   (b)  and the last sentence is replaced with the following:

    The fund's code number is 133.

XIV. In the "Useful Terms and Definitions" section,

   (a) the definition of "Class I and Class II" is replaced with the
   following:

   CLASS A, CLASS B AND CLASS C - 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 A shares, shares of the fund are considered
   Class A shares for redemption, exchange and other purposes.

  (b) and the following definition is revised:

  CONTINGENCY PERIOD - The 12 month period during which a Contingent
  Deferred Sales Charge may apply. The holding period begins on the day you
  buy your shares. For example, if you buy shares on the 18th of the month,
  they will age one month on the 18th day of the next month and each
  following month.



              Please keep this supplement for future reference.

o  133*SA2



                             SHARE CLASS REDESIGNATION
                             Effective January 1, 1999

                      Class A - Formerly Considered Class I


                          SUPPLEMENT DATED JANUARY 1, 1999
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                           FRANKLIN ASSET ALLOCATION FUND
                                 dated May 1, 1998

The Statement of Additional Information is amended as follows:

I.   As of January 1, 1999, the fund's shares are considered  Class A shares for
     redemption, exchange and other purposes. Before January 1, 1999, the fund's
     shares were considered Class I shares.

     All references in the Statement of Additional Information to Class I shares
     are replaced with Class A.

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

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

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

     Total Return

     The fund's  average  annual total  return for the one-,  five- and ten-year
     periods ended December 31, 1997, was 8.58%, 13.08% and 12.30%,
     respectively.

     The fund's cumulative total return for the one-, five- and ten-year periods
     ended December 31, 1997, was 8.58%, 84.94% and 218.95%, respectively.

     Yield

     The fund's yield for the 30-day period ended December 31, 1997, was 1.83%.

     Current Distribution Rate

     The fund's current  distribution  rate for the 30-day period ended December
     31, 1997, was 1.55%.

IV.  The following paragraph is added under "Miscellaneous Information":

     The   Information   Services  &   Technology   division  of  Resources
     established  a Year 2000 Project Team in 1996.  This team has already begun
     making necessary software changes to help the computer systems that service
     the fund and its  shareholders to be Year 2000 compliant.  After completing
     these modifications, comprehensive tests are conducted in one of Resources'
     U.S. test labs to verify their  effectiveness.  Resources continues to seek
     reasonable  assurances from all major hardware,  software or  data-services
     suppliers  that  they  will be  Year  2000  compliant  on a  timely  basis.
     Resources  is also  beginning  to  develop a  contingency  plan,  including
     identification  of those mission critical systems for which it is practical
     to develop a  contingency  plan.  However,  in an  operation as complex and
     geographically  distributed as Resources' business, the alternatives to use
     of normal systems,  especially  mission  critical  systems,  or supplies of
     electricity or long distance voice and data lines are limited.

V.   In the "Useful Terms and Definitions"  section, the definition of "Offering
     Price" is replaced with the following:

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%.



                 Please keep this supplement for future reference.




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