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Letterhead of
The Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois 62713
(217) 528-2011
May 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Franklin Life Money Market Variable Annuity Fund C (1933 Act
Registration No. 2-74459; 1940 Act Registration No. 811-3289)
Ladies and Gentlemen:
On behalf of Franklin Life Money Market Variable Annuity Fund C, a
registered investment company (the "Fund"), and in lieu of filing the Fund's
Prospectus and Statement of Additional Information under Rule 497(c) under the
Securities Act of 1933, as amended, I hereby certify pursuant to Rule 497(j)
that the forms of Prospectus and Statement of Additional Information that would
have been filed under Rule 497(c) would not have differed from the Prospectus
and Statement of Additional Information contained in Post-Effective Amendment
No. 22 to the Fund's Registration Statement on Form N-3, which was filed
electronically with the Securities and Exchange Commission on April 30, 1997.
If you have any questions about this filing, please contact the undersigned
at (217) 528-2011.
Very truly yours,
/s/ Ross D. Friend
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ROSS D. FRIEND
Senior Vice President
General Counsel and Secretary
VIA EDGAR
