TEMPLETON FUNDS INC
497, 1998-07-31
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o 104 STKPA
o 101 STKPA

                         SUPPLEMENT DATED AUGUST 3, 1998
                             TO THE PROSPECTUSES OF
                     TEMPLETON FOREIGN FUND - ADVISOR CLASS
                   TEMPLETON GROWTH FUND, INC. - ADVISOR CLASS
                              dated January 1, 1998

The prospectus is amended as follows:

I.The section  "Opening Your  Account," found under "How Do I Buy Shares?",  is
  replaced in its entirety with the  following: 

OPENING YOUR ACCOUNT 

Shares of the Fund may be purchased without a sales charge. Currently, shares of
the  Fund  are only  available  to:  

1.  Broker-dealers,   registered  investment  advisors  or  certified  financial
planners  who have  entered  into an  agreement  with  Distributors  for clients
participating  in  comprehensive  fee  programs,  subject to a $250,000  minimum
initial  investment   requirement  or  a  $100,000  minimum  initial  investment
requirement for an individual client

2. Qualified registered  investment advisors or certified financial planners who
have  clients  invested in the Franklin  Mutual  Series Fund Inc. on October 31,
1996, or who buy through a  broker-dealer  or service agent who has entered into
an agreement  with  Distributors,  subject to a $1,000  minimum  initial and $50
minimum subsequent investment requirement

3.  Officers, trustees,  directors  and  full-time  employees  of the  Franklin
Templeton  Funds or the  Franklin  Templeton  Group and their  immediate  family
members, subject to a $100 minimum initial investment requirement

4. Each series of the Franklin Templeton Fund Allocator Series, subject to a 
$1,000  minimum  initial and subsequent  investment  requirement 

5. Accounts managed by the Franklin Templeton Group. There is no minimum initial
investment requirement.

6. The  Franklin  Templeton  Profit  Sharing  401(k)  Plan.  There is no minimum
initial investment  requirement. 

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:

     /bullet/ To open your account:               Varies
     /bullet/ To add to your account:                $25

     Certain investors are subject to different minimums, as described above. 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 wire  funds 
                      and reports the receiptof 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
- -------------------------------------------------------------------------------
II. The following new item is added under "May I Exchanges  Shares for Shares of
  Another Fund? - Exchange Restrictions": 

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

III.  The  section  "Keeping  Your  Account  Open,"  found  under   "Transaction
Procedures  and Special  Requirements,"  is replaced  in its  entirety  with the
following:

  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.  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.  These  minimums  do not  apply to  IRAs,  accounts  managed  by the
  Franklin  Templeton Group, the Franklin  Templeton Profit Sharing 401(k) Plan,
  or the series of Franklin Templeton Fund Allocator Series.

                Please keep this supplement for future reference.





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