TEMPLETON FUNDS INC
497, 2000-01-03
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   Prospectus


Templeton
Foreign
Fund

Templeton Funds, Inc.

Advisor Class



 INVESTMENT STRATEGY
       GLOBAL GROWTH

     JANUARY 1, 2000



[LOGO (R)]
FRANKLIN(R) TEMPLETON (R)




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.

                                    CONTENTS

                                    THE FUND

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[Begin callout]
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING
[End callout]

                             2      Goal and Strategies

                             3      Main Risks

                             6      Performance

                             7      Fees and Expenses

                             8      Management

                            10      Distributions and Taxes

                            11      Financial Highlights




                                   YOUR ACCOUNT
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[Begin callout]
INFORMATION ABOUT QUALIFIED INVESTORS, ACCOUNT TRANSACTIONS AND SERVICES
[End callout]

                            12      Qualified Investors

                            13      Buying Shares

                            14      Investor Services

                            16      Selling Shares

                            18      Account Policies

                            20      Questions





                              FOR MORE INFORMATION
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[Begin callout]
WHERE TO LEARN MORE ABOUT THE FUND
[End callout]

                                    Back Cover


          THE FUND

GOAL AND STRATEGIES
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GOAL The fund's investment goal is long-term capital growth.


PRINCIPAL INVESTMENTS Under normal market conditions, the fund invests primarily
in the equity  securities  of  companies  located  outside  the U.S.,  including
emerging markets.

Equity  securities  generally  entitle the holder to  participate in a company's
general operating results. These include common stocks and preferred stocks. The
fund also invests in American,  European and Global Depositary  Receipts.  These
are  certificates  issued  typically by a bank or trust  company that give their
holders the right to receive securities issued by a foreign or domestic company.

Depending upon current market  conditions,  the fund generally invests up to 25%
of its total assets in debt  securities  of companies  and  governments  located
anywhere in the world. 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.

[Begin callout]
The fund invests primarily in an internationally diversified portfolio of equity
securities.
[End callout]

PORTFOLIO  SELECTION  The  Templeton   investment   philosophy  is  "bottom-up",
value-oriented,  and  long-term.  In  choosing  equity  investments,  the fund's
manager will focus on the market price of a company's securities relative to its
evaluation  of the  company's  long-term  earnings,  asset  value  and cash flow
potential.  A company's  historical  value  measures,  including  price/earnings
ratio, profit margins and liquidation value, will also be considered.

TEMPORARY  INVESTMENTS The manager may take a temporary  defensive position when
it believes the securities  trading  markets or the economies of countries where
the fund invests are experiencing  excessive  volatility or a prolonged  general
decline, or other adverse conditions exist. Under these circumstances,  the fund
may be unable to pursue its  investment  goal,  because it may not invest or may
invest substantially less in international stocks.




MAIN RISKS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF CHART WITH LINE GOING UP AND DOWN]


STOCKS While this may not be the case in foreign  markets,  in the U.S.,  stocks
historically have outperformed  other asset classes over the long term (over the
short term they tend to go up and down more dramatically). These price movements
may result  from  factors  affecting  individual  companies,  industries  or the
securities market as a whole. Value stock prices are considered "cheap" relative
to the company's perceived value. They may not increase in value, as anticipated
by the manager, if other investors fail to recognize the company's value and bid
up the price or in markets favoring faster-growing companies.


[Begin callout]
Because the securities the fund holds fluctuate in price, the value of your
investment in the fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]

FOREIGN SECURITIES  Securities of companies and governments  located outside the
U.S. may involve  risks that can increase the  potential for losses in the fund.
Investments  in  depositary  receipts  also involve some or all of the following
risks.


COUNTRY.  General  securities market movements in any country where the fund has
investments  are likely to affect the value of the securities the fund owns that
trade in that  country.  These  movements  may affect the fund's share price and
fund performance.

The political, economic and social structures of some countries the fund invests
in 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,   currency  devaluations,   foreign  ownership  limitations,
expropriation,   restrictions   on  removal  of  currency   and  other   assets,
nationalization  of assets,  punitive  taxes and certain  custody and settlement
risks.

The fund's  investments in developing or emerging  markets are subject to all of
the risks of foreign investing generally,  and have additional  heightened risks
due to a lack of established legal, political, business and social frameworks to
support  securities  markets.  Foreign  securities  markets,  including emerging
markets,  may have  substantially  lower  trading  volumes  than  U.S.  markets,
resulting  in  less  liquidity  and  more  volatility  than  in the  U.S.  While
short-term  volatility in these markets can be  disconcerting,  declines of more
than 50% are not unusual.  The  definition of developing or emerging  markets or
countries as used by the fund's  manager may differ from the  definition  of the
same terms as used in managing other Franklin Templeton funds.


COMPANY.  Foreign companies are not subject to the same disclosure,  accounting,
auditing and financial  reporting  standards and practices as U.S. companies and
their  securities may not be as liquid as securities of similar U.S.  companies.
Foreign stock exchanges,  trading systems,  brokers and companies generally have
less  government  supervision  and regulation than in the U.S. 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 U.S. companies in U.S. courts.


CURRENCY Many of the fund's  investments are denominated in foreign  currencies.
Changes in foreign currency exchange rates may affect the value of what the fund
owns and the fund's share price. Generally,  when the U.S. dollar rises in value
against a foreign  currency,  an  investment in that country loses value because
that  currency  is worth  fewer U.S.  dollars.  Devaluation  of a currency  by a
country's government or banking authority also will have a significant impact on
the value of any  securities  denominated  in that  currency.  Currency  markets
generally are not as regulated as securities markets.

EURO. On January 1, 1999,  the European  Monetary  Union (EMU)  introduced a new
single  currency,  the euro,  which  will  replace  the  national  currency  for
participating member countries.

Because this change to a single currency is new and untested, it is not possible
to predict the impact of the euro on the  business  or  financial  condition  of
European  issuers which the fund may hold in its portfolio,  and their impact on
fund performance.  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.

LIQUIDITY The fund may invest up to 10% of its total assets in securities with a
limited  trading  market.  Such a market can result from  political  or economic
conditions affecting previously established securities markets,  particularly in
emerging  market  countries.  Reduced  liquidity  may have an adverse  impact on
market price and the fund's ability to sell particular securities when necessary
to meet the fund's liquidity needs or in response to a specific  economic event.
Reduced  liquidity in the secondary market for certain  securities also may make
it more  difficult  for the fund to  obtain  market  quotations  based on actual
trades for the purpose of valuing the fund's portfolio.

INTEREST RATE When interest rates rise,  debt security prices fall. The opposite
is also true:  debt security  prices rise when interest  rates fall. In general,
securities with longer maturities are more sensitive to these price changes.

CREDIT There is the  possibility  that an issuer will be unable to make interest
payments and repay principal.  Changes in an issuer's financial strength or in a
security's  credit rating may affect a security's  value and, thus,  impact fund
performance.

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

The manager 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 be more susceptible to Year 2000 risks and
may not be  required  to make  the same  level of  disclosure  about  Year  2000
readiness as is required in the U.S. The manager,  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 securities  also will 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 fund's performance. Please see page 8
for more information.

More detailed  information  about the fund,  its policies  (including  temporary
investments)  and  risks  can be found in the  fund's  Statement  of  Additional
Information (SAI).


[Begin callout]
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.
[End callout]


PERFORMANCE
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[INSERT GRAPHIC OF BEAR AND A BULL]

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund.  The bar chart shows changes in
the fund's returns from year to year over the past 10 calendar years.  The table
shows  how the  fund's  average  annual  total  returns  compare  to  those of a
broad-based  securities market index. Of course, past performance cannot predict
or guarantee future results.

ADVISOR CLASS ANNUAL TOTAL RETURNS/1/,/2/

[INSERT BAR CHART]


30.53%   -3.01%   18.25%   0.10%   36.82%   0.35%   11.15%  18.00% 6.99%  -4.77%
- -------------------------------------------------------------------------------
  89      90       91       92       93      94      95      96     97     98
                                      YEAR

[Begin callout]
BEST
QUARTER:
Q3 `89
13.32%

WORST
QUARTER:
Q3 `98
- -17.22%
[End callout]


AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1998

                                               1 YEAR    5 YEARS    10 YEARS
- -------------------------------------------------------------------------------
Templeton Foreign Fund - Advisor Class/2/       -4.77%     6.04%     10.64%
MSCI EAFE Index/3/                              20.33%     9.50%      5.85%


1. As of September 30, 1999, the fund's year-to-date return was 22.17%.


2.  Performance  figures  reflect a "blended"  figure  combining  the  following
methods of  calculation:  (a) For  periods  before  January 1, 1997,  a restated
figure is used based on the fund's Class A performance,  excluding the effect of
Class A's maximum  initial  sales charge and including the effect of the Class A
distribution  and service  (12b-1)  fees;  and (b) for periods  after January 1,
1997,  an actual  Advisor  Class  figure is used  reflecting  a deduction of all
applicable  charges  and  fees for  that  class.  This  blended  figure  assumes
reinvestment of dividends and capital gains.


3. Source:  Standard & Poor's(R) Micropal. The unmanaged MSCI Europe Australasia
Far East (EAFE) Index tracks the performance of approximately 1000 securities in
20 countries. It includes reinvested dividends. One cannot invest directly in an
index, nor is an index representative of the fund's portfolio.






FEES AND EXPENSES
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[INSERT GRAPHIC OF A PERCENTAGE SIGN]


This table  describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                            ADVISOR CLASS
- -------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases               None
Exchange fee/1/                                                $5.00

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
                                                            ADVISOR CLASS
- -------------------------------------------------------------------------------
Management fees                                                 0.61%
Distribution and service (12b-1) fees                           None
Other expenses                                                  0.27%
                                                            -------------
Total annual fund operating expenses                            0.88%
                                                            =============

1. This fee is only for market timers (see page 19).


EXAMPLE


This  example can help you compare  the cost of  investing  in the fund with the
cost of investing in other mutual funds. It assumes:

o You invest $10,000 for the periods shown;

o Your investment has a 5% return each year;

o The fund's  operating  expenses remain the same; and

o You sell your shares at the end of the periods shown.

Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:

                                        1 YEAR   3 YEARS   5 YEARS    10 YEARS
- -------------------------------------------------------------------------------
                                          $90     $281      $488      $1,084




MANAGEMENT
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Templeton  Global  Advisors  Limited  (Global  Advisors),  Lyford  Cay,  Nassau,
Bahamas,  is the fund's investment  manager.  Together,  Global Advisors and its
affiliates manage over $218 billion in assets.


The fund's lead portfolio manager is:

MARK G. HOLOWESKO CFA, PRESIDENT OF GLOBAL ADVISORS
Mr.  Holowesko has been a manager of the fund since 1987. He joined the Franklin
Templeton Group in 1985.

The following individuals have secondary portfolio management
responsibilities:


RICHARD SEAN FARRINGTON CFA, SENIOR VICE PRESIDENT OF GLOBAL ADVISORS
Mr. Farrington has been a manager of the fund since 1993. He joined the Franklin
Templeton Group in 1991.

CHRISTOPHER A. MAURA, PORTFOLIO MANAGER OF GLOBAL ADVISORS
Mr.  Maura has been a manager of the fund  since  1999.  He joined the  Franklin
Templeton Group in 1993

The fund pays Global  Advisors a fee for managing  the fund's  assets and making
its  investment  decisions.  For the fiscal year ended August 31, 1999, the fund
paid 0.61% of its average daily net assets to the manager.

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 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 the manager,  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.

The fund's manager 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 its manager may have no control.





DISTRIBUTIONS AND TAXES
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[INSERT GRAPHIC OF DOLLAR SIGN AND STACKS OF COINS]

INCOME AND CAPITAL  GAINS  DISTRIBUTIONS  The fund  intends to pay a dividend at
least annually  representing  substantially all of its net investment income and
any net realized  capital gains. The amount of this  distribution  will vary and
there is no guarantee the fund will pay dividends.

To receive a  distribution,  you must be a shareholder  on the record date.  The
record date for the fund's  distributions will vary. Please keep in mind that if
you invest in the fund  shortly  before the record date of a  distribution,  any
distribution  will  lower the value of the  fund's  shares by the  amount of the
distribution  and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the fund's distributions, please call 1-800/DIAL BEN(R).


TAX  CONSIDERATIONS In general,  fund distributions are taxable to you as either
ordinary  income or  capital  gains.  This is true  whether  you  reinvest  your
distributions  in  additional  fund shares or receive them in cash.  Any capital
gains the fund  distributes  are taxable to you as  long-term  capital  gains no
matter how long you have owned your shares.

[Begin callout]
BACKUP WITHHOLDING
By law, the fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct social security or taxpayer identification
number, or if the IRS instructs the fund to do so.
[End callout]


Every  January,  you will  receive a  statement  that  shows  the tax  status of
distributions  you  received for the previous  year.  Distributions  declared in
December but paid in January are taxable as if they were paid in December.


When you sell your shares of the fund,  you may have a capital gain or loss. For
tax purposes, an exchange of your fund shares for shares of a different Franklin
Templeton Fund is the same as a sale.

Fund  distributions and gains from the sale or exchange of your shares generally
will be subject to state and local  income tax.  Any  foreign  taxes paid by the
fund on its  investments  may be passed  through to you as a foreign tax credit.
Non-U.S. investors may be subject to U.S. withholding and estate tax. You should
consult  your tax  advisor  about  the  federal,  state,  local or  foreign  tax
consequences of your investment in the fund.




FINANCIAL HIGHLIGHTS
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[INSERT GRAPHIC OF DOLLAR BILL]


This table  presents  the  financial  performance  for  Advisor  Class since its
inception.  The information has been audited by  PricewaterhouseCoopers  LLP for
the fiscal year ended  August 31,  1999,  and by other  auditors  for the fiscal
years before 1999.

                                                   1999/2/    1998     1997/1/
- -------------------------------------------------------------------------------
PER SHARE DATA ($)
Net asset value, beginning of year                  8.44      11.42     10.26
                                                  -----------------------------
  Net investment income                              .29        .33       .07
  Net realized and unrealized gains (losses)        2.81      (2.12)     1.09
                                                  -----------------------------
Total from investment operations                    3.10      (1.79)     1.16
                                                  -----------------------------
  Distributions from net investment income          (.27)      (.35)       --
  Distributions from net realized gains             (.77)      (.84)       --
                                                  -----------------------------
Total distributions                                (1.04)     (1.19)       --
                                                  -----------------------------
Net asset value, end of year                       10.50       8.44     11.42
                                                  =============================
Total return (%)/3/                                40.65     (17.75)    11.31

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)               77,203     50,022   139,100
Ratios to average net assets: (%)
  Expenses                                           .88        .87      .83/4/
  Net investment income                             3.18       3.08     3.37/4/
Portfolio turnover rate (%)                        26.11      38.27    37.28



1. For the period January 1, 1997 (inception date) to August 31, 1997.

2. Based on average weighted shares outstanding.

3. Total return is not annualized.

4. Annualized.






     YOUR ACCOUNT

QUALIFIED INVESTORS
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[INSERT GRAPHIC OF PENCIL MARKING AN "X"]

The following investors may qualify to buy Advisor Class shares of the fund.


o Qualified  registered  investment advisors with clients invested in any series
  of Franklin Mutual Series Fund Inc. on October 31, 1996, or who buy through a
  broker-dealer or service agent who has an agreement with Franklin  Templeton
  Distributors, Inc. (Distributors). Minimum investments: $1,000 initial and $50
  additional.


o Broker-dealers, registered investment advisors or certified financial planners
  who have an agreement with  Distributors for clients participating in
  comprehensive fee programs. Minimum investments: $250,000 initial  $100,000
  initial for an individual client) and $50 additional.

o Officers,  trustees,  directors and full-time  employees of Franklin Templeton
  and their immediate family members. Minimum investments: $100 initial ($50 for
  accounts with an automatic investment plan) and $50 additional.

o Each  series  of  the  Franklin  Templeton  Fund  Allocator  Series.  Minimum
  investments: $1,000 initial and $1,000 additional.

o Accounts managed by the Franklin  Templeton  Group.  Minimum  investments:  No
  initial minimum and $50 additional.


o The Franklin Templeton Profit Sharing 401(k) Plan.  Minimum  investments:  No
  initial or additional minimums.






BUYING SHARES
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[INSERT GRAPHIC OF PAPER WITH LINES AND SOMEONE WRITING]

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 the next page).

<TABLE>
<CAPTION>
BUYING SHARES
- ----------------------------------------------------------------------------------------------------------------------
                               OPENING AN ACCOUNT                          ADDING TO AN ACCOUNT
- ------------------------------ ------------------------------------------- -------------------------------------------
<S>                            <C>                                         <C>
[INSERT GRAPHIC OF HANDS
SHAKING]
                               Contact your investment representative      Contact your investment representative
THROUGH YOUR INVESTMENT
REPRESENTATIVE
- ------------------------------ ------------------------------------------- -------------------------------------------
                               Make your check payable to the Templeton   Make your check payable to Templeton Foreign
[INSERT GRAPHIC OF ENVELOPE]   Foriegn Fund.                              Fund. Include your account number on the
                                                                          check.


BY MAIL                        Mail the check and your signed
                               application to Investor Services.           Fill out the deposit slip from your
                                                                           account statement. If you do not have
                                                                           a slip, include a note with your name,
                                                                           the fund name, and your account number.


                                                                           Mail  the check and deposit slip or
                                                                           note toI nvestor Services.
- ------------------------------ ------------------------------------------- -------------------------------------------
[INSERT GRAPHIC OF THREE       Call  to receive a wire control number      Call to receive a wire control number and
LIGHTNING BOLTS]               and wire instructions.                      wire instructions.


                               Wire the funds and mail your signed         To make a same day wire investment,
                               application to Investor Services. Please    please call us by 1:00 p.m. Pacific time
BY WIRE                        include the wire control number or your     and make sure your wire arrives by 3:00
                               new account number on the application.      p.m.


1-800/632-2301
(or 1-650/312-2000 collect)    To make a same day wire investment,
                               please call us by 1:00 p.m. Pacific time
                               and make sure your wire arrives by 3:00
                               p.m.

- ------------------------------ ------------------------------------------- -------------------------------------------
[INSERT GRAPHIC OF TWO         Call Shareholder Services at the number     Call Shareholder Services at the number
ARROWS POINTING IN             below or send signed written                below, send signed written instructions.
OPPOSITE DIRECTIONS]           instructions. (Please see page 15           (Please see page 15 for information on
                               for information  on exchanges.)             exchanges.)

BY EXCHANGE
- ----------------------------------------------------------- ----------------------------------------------------------
</TABLE>

                      FRANKLIN TEMPLETON INVESTOR SERVICES
                  P.O. BOX 33030, ST. PETERSBURG, FL 33733-8030

                         CALL TOLL-FREE: 1-800/632-2301
           (MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME
                 SATURDAY 6:30 A.M. TO 2:30 P.M., PACIFIC TIME)


INVESTOR SERVICES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PERSON WITH A HEADSET]

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.

DISTRIBUTION OPTIONS You may reinvest distributions you receive from the fund in
an existing  account in the same share class of the fund or in Advisor  Class or
Class  A  shares  of  another   Franklin   Templeton   Fund.  To  reinvest  your
distributions  in Advisor Class shares of another  Franklin  Templeton Fund, you
must  qualify  to buy  that  fund's  Advisor  Class  shares.  For  distributions
reinvested in Class A shares of another Franklin  Templeton Fund,  initial sales
charges and  contingent  deferred  sales  charges  (CDSCs) will not apply if you
reinvest  your   distributions   within  365  days.   You  can  also  have  your
distributions  deposited in a bank  account,  or mailed by check.  Deposits to a
bank account may be made by electronic funds transfer.

Please  indicate on your  application the  distribution  option you have chosen,
otherwise we will  reinvest  your  distributions  in the same share class of the
fund.

TELEFACTS(R) Our TeleFACTS system offers  around-the-clock access to information
about your account or any  Franklin  Templeton  Fund.  This service is available
from touch-tone phones at 1-800/247-1753.  For a free TeleFACTS  brochure,  call
1-800/DIAL BEN.

TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to 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.

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  exchange or  redemption  privileges  on your account
application.

EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton Funds
within the same class. You also may exchange your Advisor Class shares for Class
A shares of a fund that does not currently  offer an Advisor Class  (without any
sales charge)* or for Class Z shares of Franklin Mutual Series Fund Inc.


[Begin callout]
An EXCHANGE is really two  transactions:  a sale of one fund and the purchase of
another.  In general,  the same policies that apply to purchases and sales apply
to exchanges, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]

Generally  exchanges may only be made between identically  registered  accounts,
unless you send written instructions with a signature guarantee.


Frequent exchanges can interfere with fund management or operations and drive up
costs for all  shareholders.  To protect  shareholders,  there are limits on the
number and amount of exchanges you may make (please see "Market  Timers" on page
19).

*If you  exchange  into  Class A shares  and you later  decide you would like to
exchange  into a fund that offers an Advisor Class , you may exchange your Class
A shares for Advisor  Class  shares if you  otherwise  qualify to buy the fund's
Advisor Class shares.


SYSTEMATIC  WITHDRAWAL  PLAN This plan  allows  you to  automatically  sell your
shares  and  receive  regular  payments  from your  account.  Certain  terms and
minimums  apply.   To  sign  up,  complete  the  appropriate   section  of  your
application.



SELLING SHARES
- --------------------------------------------------------------------------------
[INSERT GRAPHIC OF A CERTIFICATE]

You can sell your shares at any time.


SELLING  SHARES IN WRITING  Generally,  requests to sell $100,000 or less can be
made over the phone or with a simple letter. Sometimes,  however, to protect you
and the fund we will need written  instructions signed by all registered owners,
with a signature guarantee for each owner, if:


o you are selling more than  $100,000  worth of shares

o you want your proceeds paid to someone who is not a registered owner


o you want to send your proceeds  somewhere other than the address of record, or
  preauthorized bank or brokerage firm account


[Begin callout]
A SIGNATURE GUARANTEE helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.
[End callout]


We also may require a signature  guarantee  on  instructions  we receive from an
agent, not the registered  owners,  or when we believe it would protect the fund
against potential claims based on the instructions received.


SELLING RECENTLY  PURCHASED SHARES If you sell shares 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.

REDEMPTION  PROCEEDS Your redemption  check will be sent within seven days after
we receive your  request in proper  form.  We are not able to receive or pay out
cash in the form of currency.  Redemption proceeds may be delayed if we have not
yet received your signed account application.


<TABLE>
<CAPTION>


SELLING SHARES
- ----------------------------------- --------------------------------------------
                                    TO SELL SOME OR ALL OF YOUR SHARES
- ----------------------------------- --------------------------------------------
<S>                                    <C>
[INSERT GRAPHIC OF HANDS SHAKING]

THROUGH YOUR INVESTMENT             Contact your investment representative
REPRESENTATIVE
- ----------------------------------- --------------------------------------------
[INSERT GRAPHIC OF ENVELOPE]        Send written instructions and endorsed share
                                    certificates (if you hold share
                                    certificates) to Investor Services.
                                    Corporate, partnership or trust accounts
BY MAIL                             may need to send additional documents.

                                    Specify the fund, the account number and the
                                    dollar value or number of shares you wish to
                                    sell.  Be sure to include all necessary
                                    signatures and any additional documents, as
                                    well as signature guarantees if required.

                                    A check will be mailed to the name(s) and
                                    address on the account, or otherwise
                                    according to your written instructions.
- ----------------------------------- -------------------------------------------
[INSERT GRAPHIC OF PHONE]           As long as your transaction is for $100,000
                                    or less, you do not hold share certificates
                                    and you have not changed your address by
BY PHONE                            phone within the last 15 days, you can sell
                                    your shares by phone.

1-800/632-2301                      A check will be mailed to the name(s) and
                                    address on the account. Written instructions,
                                    with a signature guarantee, are required to
                                    send the check to another address or to make
                                    it payable to another person.
- ----------------------------------- -------------------------------------------

[INSERT GRAPHIC OF THREE
LIGHTNING BOLTS]

 BY ELECTRONIC                      You can call or write to have redemption
 FUNDS  TRANSFER                    proceeds sent to a bank account. See the
 (ACH)                              policies above for selling shares by mail
                                    or phone.

                                    Before requesting to have redemption
                                    proceeds sent to bank account, please make
                                    sure we have your bank account information
                                    on file. If we do not have this information,
                                    you  will need to send written instructions
                                    with your bank's name and address, a voided
                                    check or saving account deposit slip, and a
                                    signature guarantee if the ownership of the
                                    bank and fund accounts is different.

                                    If we receive your request in proper form
                                    by 1:00 p.m. Pacific time, proceeds sent
                                    by ACH generally will be available within
                                    two to three business days.
- ----------------------------------- --------------------------------------------


[INSERT GRAPHIC OF TWO ARROWS       Obtain a current prospectus for the fund you
POINTING IN OPPOSITE DIRECTIONS]    are considering.

                                    Call Shareholder Services at the number below
                                    or send signed written instructions. See
BY EXCHANGE                         the policies above for selling shares by
                                    mail or phone.

                                    If you hold share certificates, you will
                                    need to return them to the fund before your
                                    exchange can be processed.
- ----------------------------------- -------------------------------------------
</TABLE>
                     FRANKLIN TEMPLETON INVESTOR SERVICES
                  P.O. BOX 33030, ST. PETERSBURG, FL 33733-8030
                         CALL TOLL-FREE: 1-800/632-2301
           (MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME
                 SATURDAY 6:30 A.M. TO 2:30 P.M., Pacific time)



ACCOUNT POLICIES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PAPER WITH LINES AND SOMEONE WRITING]

CALCULATING  SHARE PRICE The fund calculates the net asset value per share (NAV)
each  business  day at the  close  of  trading  on the New York  Stock  Exchange
(normally 1:00 p.m.  Pacific  time).  The NAV for Advisor Class is calculated by
dividing its net assets by the number of its shares outstanding.

The fund's assets are generally  valued at their market value.  If market prices
are  unavailable,  or if an event occurs  after the close of the trading  market
that materially affects the values, assets may be valued at their fair value. If
the fund holds securities  listed primarily on a foreign exchange that trades on
days when the fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.

Requests to buy and sell shares are processed at the NAV next  calculated  after
we receive your request in proper form.

ACCOUNTS  WITH LOW BALANCES If the value of your  account  falls below $250 ($50
for employee  accounts)  because you sell some of your shares, we may mail you a
notice  asking  you to  bring  the  account  back up to its  applicable  minimum
investment  amount. If you choose not to do so within 30 days, we may close your
account and mail the proceeds to the address of record.


STATEMENTS AND REPORTS You will receive quarterly  account  statements that show
all your account  transactions during the quarter. You also will receive written
notification   after  each  transaction   affecting  your  account  (except  for
distributions and transactions  made through automatic  investment or withdrawal
programs,  which will be reported on your  quarterly  statement).  You also will
receive the fund's financial  reports every six months. To reduce fund expenses,
we try to identify related shareholders in a household and send only one copy of
the financial  reports.  If you need additional  copies,  please call 1-800/DIAL
BEN.

If there is a  dealer  or other  investment  representative  of  record  on your
account,  he or she also will receive copies of all notifications and statements
and other information about your account directly from the fund.


STREET OR NOMINEE  ACCOUNTS  You may  transfer  your  shares  from the street or
nominee name  account of one dealer to another,  as long as both dealers have an
agreement  with  Franklin  Templeton  Distributors,  Inc.  We will  process  the
transfer  after we receive  authorization  in proper  form from your  delivering
securities dealer.

JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.


MARKET  TIMERS The fund may restrict or refuse  exchanges by market  timers.  If
accepted,   each   exchange   by  a  market   timer   will  be   charged  $5  by
Franklin/Templeton  Investor Services, Inc., the fund's transfer agent. You will
be  considered a market  timer if you have (i)  requested an exchange out of the
fund within two weeks of an earlier exchange  request,  or (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, or (iv)
otherwise  seem to follow a timing  pattern.  Shares under  common  ownership or
control are combined for these limits.


ADDITIONAL POLICIES Please note that the fund maintains  additional policies and
reserves certain rights, including:

o The fund may refuse any order to buy shares,  including any purchase under the
  exchange privilege.

o At any time, the fund may change its investment minimums or waive or lower its
  minimums for certain purchases.

o The fund may modify or discontinue the exchange privilege on 60 days' notice.

o You may  only  buy  shares  of a fund  eligible  for  sale in  your  state  or
  jurisdiction.

o In unusual circumstances,  we may temporarily suspend redemptions, or postpone
  the payment of proceeds, as allowed by federal securities laws.


o For  redemptions  over a certain  amount,  the fund reserves the right to make
  payments in securities or other assets of the fund, in the case of an
  emergency or if the payment by check, wire or electronic funds transfer would
  be harmful to existing shareholders.


o To permit  investors to obtain the current price,  dealers are responsible for
  transmitting all orders to the fund promptly.

DEALER COMPENSATION Qualifying dealers who sell Advisor Class shares may receive
up to 0.25% of the amount  invested.  This amount is paid by Franklin  Templeton
Distributors, Inc. from its own resources.

QUESTIONS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF QUESTION MARK]


If you have any questions about the fund or your account, you can write to us at
P.O. Box 33030, St.  Petersburg,  FL 33733-8030.  You can also call us at one of
the following  numbers.  For your  protection  and to help ensure we provide you
with quality service, all calls may be monitored or recorded.



<TABLE>
<CAPTION>

                                                        HOURS (PACIFIC TIME,
DEPARTMENT NAME               TELEPHONE NUMBER          MONDAY THROUGH FRIDAY)
- -------------------------------------------------------------------------------------------
<S>                          <C>                       <C>
Shareholder Services          1-800/632-2301           5:30 a.m. to 5:00 p.m.
                                                       6:30 a.m. to 2:30 p.m. (Saturday)

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.
Dealer Services               1-800/524-4040           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.
</TABLE>




FOR MORE INFORMATION

You can learn more about the fund in the following documents:

ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS

Includes a discussion of recent market conditions and fund strategies, financial
statements,  detailed  performance  information,  portfolio  holdings,  and  the
auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

Contains more  information  about the fund, its investments and policies.  It is
incorporated by reference (is legally a part of this prospectus).

For a free  copy of the  current  annual/semiannual  report  or the SAI,  please
contact your investment representative or call us at the number below.


FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R) (1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
www.franklintempleton.com

You can also  obtain  information  about the fund by visiting  the SEC's  Public
Reference Room in Washington,  D.C.  (phone  1-800/SEC-0330)  or by sending your
request and a duplicating fee to the SEC's Public Reference Section, Washington,
D.C.   20549-6009.   You  can   also   visit   the   SEC's   Internet   site  at
HTTP://WWW.SEC.GOV.


Investment Company Act file #811-2781                           104 PA 01/00


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