TEMPLETON FUNDS INC
497, 2000-05-24
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o 102 P-2

                         SUPPLEMENT DATED JUNE 1, 2000
                              TO THE PROSPECTUS OF
                              TEMPLETON WORLD FUND
                              DATED JANUARY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II. The following is added to the first paragraph of the "Management" section on
page 10:

  Beginning January 25, 2000 and ending approximately July 31, 2000, under an
  agreement with Global Advisors, Templeton Asset Management Ltd - Hong Kong
  branch (Asset Management Hong Kong), Two Exchange Square, Hong Kong, is the
  fund's sub-advisor. Asset Management Hong Kong provides Global Advisors with
  investment management advice and assistance.

III.  The  information  about  Mr.  Everett  on page  10 is  replaced  with  the
following:

  JEFFREY A. EVERETT CFA, PORTFOLIO MANAGER OF ASSET MANAGEMENT HONG
  KONG Mr. Everett has been a manager of the fund since 1993. He joined the
  Franklin Templeton Group in 1989.

IV. The section "Sales charge waivers" on page 19 is replaced with the
following:

  SALES CHARGE WAIVERS Class A shares may be purchased without an initial sales
  charge or CDSC by various individuals, institutions and retirement plans or by
  investors who reinvest certain distributions and proceeds within 365 days.
  Certain investors also may buy Class C shares without an initial sales charge.
  The CDSC for each class may be waived for certain redemptions and
  distributions. If you would like information about available sales charge
  waivers, call your investment representative or call Shareholder Services at
  1-800/632-2301. For information about retirement plans, you may call
  Retirement Services at 1-800/527-2020. A list of available sales charge
  waivers also may be found in the Statement of Additional Information (SAI).

V. The section "Minimum investments" on page 20 is replaced with the following:


<TABLE>
<CAPTION>

MINIMUM INVESTMENTS
- -----------------------------------------------------------------------------------------------------------
                                                                      INITIAL             ADDITIONAL
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                <C>

Regular accounts                                                      $1,000              $50
- -----------------------------------------------------------------------------------------------------------
Automatic investment plans                                            $50 ($25 for an     $50 ($25 for an
                                                                      Education IRA)       Education IRA)
- -----------------------------------------------------------------------------------------------------------
UGMA/UTMA accounts                                                    $100                $50
- -----------------------------------------------------------------------------------------------------------
Retirement accounts
(other than IRAs, IRA rollovers, Education IRAs or Roth IRAs)         no minimum          no minimum
- -----------------------------------------------------------------------------------------------------------
IRAs, IRA rollovers, Education IRAs or Roth IRAs                      $250                $50
- -----------------------------------------------------------------------------------------------------------
Broker-dealer sponsored wrap account programs                         $250                $50
- -----------------------------------------------------------------------------------------------------------
Full-time employees, officers, trustees and directors of
Franklin Templeton entities, and their immediate family members        $100                $50
- -----------------------------------------------------------------------------------------------------------
</TABLE>

      PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND ELIGIBLE FOR SALE
                         IN YOUR STATE OR JURISDICTION.


VI. The section "Account Application" on page 21 is replaced with the following:

  ACCOUNT APPLICATION If you are opening a new account, please complete and sign
  the enclosed account application. Make sure you indicate the share class you
  have chosen. If you do not indicate a class, we will place your purchase in
  Class A shares. To save time, you can sign up now for services you may want on
  your account by completing the appropriate sections of the application (see
  "Investor Services" on page 22). For example, if you would like to link one of
  your bank accounts to your Fund account so that you may use electronic fund
  transfers to and from your bank account to buy and sell shares, please
  complete the bank information section of the application. We will keep your
  bank information on file for future purchases and redemptions.

VII. Effective July 3, 2000, the following is added to the section "Buying
shares" on page 21:

<TABLE>
<CAPTION>
<S>                                     <C>                                          <C>

[INSERT GRAPHIC OF PHONE]               If you have another Franklin Templeton       Before requesting a telephone purchase,
                                        account with your bank account               please make sure we have your bank account
 By Phone                               information on file, you may open a new      information on file. If we do not have this
(Up to $100,000 per day)                account by phone. The accounts must be       information, you will need to send written
1-800/632-2301                          identically registered.                      instructions with your bank's name and
                                                                                     address, a voided check or savings account
                                        To make a same day investment, please        deposit slip, and a signature guarantee if
                                        call us by 1:00 p.m. Pacific time or the     the ownership of the bank and fund accounts
                                        close of the New York Stock Exchange,        is different.
                                        whichever is earlier.
                                                                                     To make a same day investment, please call us
                                                                                     by 1:00 p.m. Pacific time or the close of the
                                                                                     New York Stock Exchange, whichever is earlier.

</TABLE>



VIII. The section  "Automatic  Investment  Plan" on page 22 is replaced with the
following:

  AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest
  in the Fund by automatically transferring money from your checking or savings
  account each month to buy shares. To sign up, complete the appropriate section
  of your account application and mail it to Investor Services. If you are
  opening a new account, please include the minimum initial investment of $50
  ($25 for an Education IRA) with your application.

IX. The section "Telephone Privileges" on page 22 is replaced with the
following:

TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to buy,
sell or exchange  your shares and make certain  other changes to your account by
phone.

For accounts with more than one  registered  owner,  telephone  privileges  also
allow  the Fund to  accept  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.  In  addition,  our  telephone  exchange  privilege  allows you to
exchange  shares by phone from a fund account  requiring two or more  signatures
into an identically  registered money fund account  requiring only one signature
for all  transactions.  This type of telephone  exchange is available as long as
you have telephone exchange privileges on your account.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone  purchase,  exchange or redemption  privileges on your
account application.


X. The section "Dealer compensation" on page 29 is replaced with the following:

  DEALER COMPENSATION Qualifying dealers who sell Fund shares may receive sales
  commissions and other payments. These are paid by Franklin Templeton
  Distributors, Inc. (Distributors) from sales charges, distribution and service
  (12b-1) fees and its other resources.

<TABLE>
<CAPTION>


                                               CLASS A        CLASS B        CLASS C
- --------------------------------------------------------------------------------------
<S>                                          <C>             <C>           <C>
  COMMISSION (%)                                   --         3.00            2.00
  Investment under $100,000                      4.00           --              --
  $100,000 but under $250,000                    3.25           --              --
  $250,000 but under $500,000                    2.25           --              --
  $500,000 but under $1 million                  1.85           --              --
  $1 million or more                       up to 0.75/1/        --              --
  12B-1 FEE TO DEALER                            0.15         0.15/2/         0.65/3/
</TABLE>

A dealer  commission of up to 1% may be paid on Class A NAV purchases by certain
retirement  plans/1/ and on Class C NAV purchases.  A dealer commission of up to
0.25% may be paid on Class A NAV purchases by certain  trust  companies and bank
trust  departments,  eligible  governmental  authorities,  and broker-dealers or
others on behalf of clients participating in comprehensive fee programs.

  MARKET TIMERS. Please note that for Class A NAV purchases by market timers,
  including purchases of $1 million or more, dealers are not eligible to receive
  the dealer commission. Dealers, however, may be eligible to receive the 12b-1
  fee from the date of purchase. If a dealer commission is paid on a Class A NAV
  purchase that we later determine was made by a market timer, all commissions
  paid in connection with that purchase during the last twelve months must be
  returned.

1. During the first year after purchase,  dealers may not be eligible to receive
the 12b-1 fee.

2. Dealers may be eligible to receive up to 0.15% from the date of purchase.
After 8 years, Class B shares convert to Class A shares and dealers may then
receive the 12b-1 fee applicable to Class A.

3. Dealers may be eligible to receive up to 0.15% during the first year after
purchase and may be eligible to receive the full 12b-1 fee starting in the 13th
month.



               Please keep this supplement for future reference.





o 104 P-1

                          SUPPLEMENT DATED JUNE 1, 2000
                              TO THE PROSPECTUS OF
                             TEMPLETON FOREIGN FUND
                              DATED JANUARY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II. The section "Minimum investments" on page 18 is replaced with the following:

<TABLE>
<CAPTION>

MINIMUM INVESTMENTS
- -----------------------------------------------------------------------------------------------------------
                                                                      INITIAL             ADDITIONAL
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                <C>

Regular accounts                                                      $1,000              $50
- -----------------------------------------------------------------------------------------------------------
Automatic investment plans                                            $50 ($25 for an     $50 ($25 for an
                                                                      Education IRA)       Education IRA)
- -----------------------------------------------------------------------------------------------------------
UGMA/UTMA accounts                                                    $100                $50
- -----------------------------------------------------------------------------------------------------------
Retirement accounts
(other than IRAs, IRA rollovers, Education IRAs or Roth IRAs)         no minimum          no minimum
- -----------------------------------------------------------------------------------------------------------
IRAs, IRA rollovers, Education IRAs or Roth IRAs                      $250                $50
- -----------------------------------------------------------------------------------------------------------
Broker-dealer sponsored wrap account programs                         $250                $50
- -----------------------------------------------------------------------------------------------------------
Full-time employees, officers, trustees and directors of
Franklin Templeton entities, and their immediate family members        $100                $50
- -----------------------------------------------------------------------------------------------------------
</TABLE>

      PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND ELIGIBLE FOR SALE
                         IN YOUR STATE OR JURISDICTION.


III. The section "Account Application" on page 19 is replaced with the
following:

  ACCOUNT APPLICATION If you are opening a new account, please complete and sign
  the enclosed account application. Make sure you indicate the share class you
  have chosen. If you do not indicate a class, we will place your purchase in
  Class A shares. To save time, you can sign up now for services you may want on
  your account by completing the appropriate sections of the application (see
  "Investor Services" on page 20). For example, if you would like to link one of
  your bank accounts to your fund account so that you may use electronic fund
  transfers to and from your bank account to buy and sell shares, please
  complete the bank information section of the application. We will keep your
  bank information on file for future purchases and redemptions.

IV. Effective July 3, 2000, the following is added to the section "Buying
shares" on page 19:

<TABLE>
<CAPTION>
<S>                                     <C>                                          <C>

[INSERT GRAPHIC OF PHONE]               If you have another Franklin Templeton       Before requesting a telephone purchase,
                                        account with your bank account               please make sure we have your bank account
 By Phone                               information on file, you may open a new      information on file. If we do not have this
(Up to $100,000 per day)                account by phone. The accounts must be       information, you will need to send written
1-800/632-2301                          identically registered.                      instructions with your bank's name and
                                                                                     address, a voided check or savings account
                                        To make a same day investment, please        deposit slip, and a signature guarantee if
                                        call us by 1:00 p.m. Pacific time or the     the ownership of the bank and fund accounts
                                        close of the New York Stock Exchange,        is different.
                                        whichever is earlier.
                                                                                     To make a same day investment, please call us
                                                                                     by 1:00 p.m. Pacific time or the close of the
                                                                                     New York Stock Exchange, whichever is earlier.

</TABLE>



V. The  section  "Automatic  Investment  Plan" on page 20 is  replaced  with the
following:

  AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest
  in the fund by automatically transferring money from your checking or savings
  account each month to buy shares. To sign up, complete the appropriate section
  of your account application and mail it to Investor Services. If you are
  opening a new account, please include the minimum initial investment of $50
  ($25 for an Education IRA) with your application.

VI. The following section is added to "Investor Services" on page 20:

  AUTOMATIC PAYROLL DEDUCTION You may invest in the fund automatically by
  transferring money from your paycheck to the fund by electronic funds
  transfer. If you are interested, indicate on your application that you would
  like to receive an Automatic Payroll Deduction Program kit.

VII. The section "Telephone Privileges" on page 20 is replaced with the
following:

TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to buy,
sell or exchange  your shares and make certain  other changes to your account by
phone.

For accounts with more than one  registered  owner,  telephone  privileges  also
allow  the fund to  accept  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.  In  addition,  our  telephone  exchange  privilege  allows you to
exchange  shares by phone from a fund account  requiring two or more  signatures
into an identically  registered money fund account  requiring only one signature
for all  transactions.  This type of telephone  exchange is available as long as
you have  telephone  exchange  privileges  on your  account.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone  purchase,  exchange or redemption  privileges on your
account application.

VIII. The following paragraph is added to the section "Dealer compensation" on
page 27:

  MARKET TIMERS. Please note that for Class A NAV purchases by market timers,
  including purchases of $1 million or more, dealers are not eligible to receive
  the dealer commission. Dealers, however, may be eligible to receive the 12b-1
  fee from the date of purchase. If a dealer commission is paid on a Class A NAV
  purchase that we later determine was made by a market timer, all commissions
  paid in connection with that purchase during the last twelve months must be
  returned.

               Please keep this supplement for future reference.



o 104 PA-1

                          SUPPLEMENT DATED JUNE 1, 2000
                              TO THE PROSPECTUS OF
                     TEMPLETON FOREIGN FUND - ADVISOR CLASS
                              DATED JANUARY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II. The section "Account Application" on page 13 is replaced with the following:

  ACCOUNT APPLICATION If you are opening a new account, please complete and sign
  the enclosed account application. To save time, you can sign up now for
  services you may want on your account by completing the appropriate sections
  of the application (see "Investor Services" on page 14). For example, if you
  would like to link one of your bank accounts to your fund account so that you
  may use electronic fund transfers to and from your bank account to buy and
  sell shares, please complete the bank information section of the application.
  We will keep your bank information on file for future purchases and
  redemptions.

III. Effective July 3, 2000, the following is added to the section "Buying
shares" on page 13:

<TABLE>
<CAPTION>
<S>                                     <C>                                          <C>

[INSERT GRAPHIC OF PHONE]               If you have another Franklin Templeton       Before requesting a telephone purchase,
                                        account with your bank account               please make sure we have your bank account
 By Phone                               information on file, you may open a new      information on file. If we do not have this
(Up to $100,000 per day)                account by phone. The accounts must be       information, you will need to send written
1-800/632-2301                          identically registered.                      instructions with your bank's name and
                                                                                     address, a voided check or savings account
                                        To make a same day investment, please        deposit slip, and a signature guarantee if
                                        call us by 1:00 p.m. Pacific time or the     the ownership of the bank and fund accounts
                                        close of the New York Stock Exchange,        is different.
                                        whichever is earlier.
                                                                                     To make a same day investment, please call us
                                                                                     by 1:00 p.m. Pacific time or the close of the
                                                                                     New York Stock Exchange, whichever is earlier.

</TABLE>


IV. The section  "Automatic  Investment  Plan" on page 14 is  replaced  with the
following:

  AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest
  in the fund by automatically transferring money from your checking or savings
  account each month to buy shares. To sign up, complete the appropriate section
  of your account application and mail it to Investor Services. If you are
  opening a new account, please include your minimum initial investment with
  your application.

V. The following section is added to "Investor Services" on page 14:

  AUTOMATIC PAYROLL DEDUCTION You may invest in the fund automatically by
  transferring money from your paycheck to the fund by electronic funds
  transfer. If you are interested, indicate on your application that you would
  like to receive an Automatic Payroll Deduction Program kit.

VI. The section "Telephone Privileges" on page 14 is replaced with the
following:

TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to buy,
sell or exchange  your shares and make certain  other changes to your account by
phone.

For accounts with more than one  registered  owner,  telephone  privileges  also
allow  the fund to  accept  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.  In  addition,  our  telephone  exchange  privilege  allows you to
exchange  shares by phone from a fund account  requiring two or more  signatures
into an identically  registered money fund account  requiring only one signature
for all  transactions.  This type of telephone  exchange is available as long as
you have  telephone  exchange  privileges  on your  account.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone  purchase,  exchange or redemption  privileges on your
account application.

               Please keep this supplement for future reference.>>



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